3 3 6 Nomination of Directors, Board Renewal and Diversity Nomination of Directors The CESGC serves as the Board’s nomina ting committee. The CESGC is composed entirely of independent directors. The resp onsibilities, powers and operation of the CESGC generally are summarized above. The CE SGC has the authority to retain a search firm to be used to identify director candidat es. With respect to nomination of directors, the CESGC is responsible for: developing and recommending to the Board criteria for selecting new directors; assisting the Board by identifying individuals qualified to become members o f t he Board; and recommending to the Board the director nominees for the next annual meetin g of shareholders and for each committee of the Board. The process by which the Board will identify new candidates for Board nomination will involve: annually reviewing the competencies, skills and personal qualities required o f directors to add value to the Corporation; annually reviewing the competencies and skills that the Board considers each director to possess, including the ski lls matrix as discussed below and wha t each new nominee should bring to the Board; and working closely with the Chair of the Board in seeking individuals qualified to become members of the Board, in the context of the Corporation’s needs and t he criteria established by the Board, including the diversity criteria as discussed below.