3 3 2 Compensation and ESG Committee All members of the CESGC are “independent” (as defined in NI 58- 101) Louis Gignac (1) Chair Derek Evans (2) Dr. Catharine Farrow Maureen Jensen (3) Notes (1) Mr. Gignac was appointed Chair of the CESGC as of May 5, 2021. (2) Mr. Evans was appointed to the CESGC as of March 11, 2021. Prior thereto, he served as a member of the ARC. (3) Ms. Jensen was appointed to the CESGC as of March 11, 2021. During 2021, the composition of the Committees was refreshed. Effective as of March 11, 2021, (i) Ms. Jensen was appointed to the CESGC, (ii) Mr. Evans was appointed to the CESGC and ceased to be a member of the ARC, and (iii) Mr. Pew ceased to be a member of the CESGC and was appointed to the ARC. As well, Mr. Gignac was appointed Chair of the CESGC as of May 5, 2021, following the retirement of the former Chair of the CESGC, Mr. David Peterson. Among other things, the CESGC:  reviews and makes recommendations to the Board concerning the appointment of officers of the Corporation;  annually reviews the CEO’s goals and objectives for the upcoming year, provides an appraisal of the CEO’s pe rformance and reviews his compensation and the compensation of other executive officers;  makes recommendations concerning the remuneration of directors; and  administers and makes recommendations regarding the operation of the Corporation’s employee incentive compensation plans. The CESGC also serves as the Board’s nomi nating committee. It is responsible for: developing the Corporation’s approach to governance issues; filling vacancies among the directors (see “Nomination of Directors” in this section); reviewing the effectiveness and the contribution of the Board, its committees and individual directors (see “Board Assessment” in this section); adopting, reviewing and updating the Corporation’s written Code of Business Conduct and Ethics and its written disclosure policy (see “Ethical Business Conduct” in this section);