4 4 0 Compensation Process The CESGC serves as the Board’s compensation committee. The CESGC is composed entirely of independent directors. The resp onsibilities, powers and operation of the CESGC generally are summarized above un der “Compensation and ESG Committee” in this section. With respect to compensation of directors and executive officers, the CESGC is responsible for: assisting the Board in its annual review of the Board’s performance and oversight of the evaluation of management’s performance; reviewing and making recommendations to the Board with respect to the compensation of directors and the execut ive officers (including the President & CEO) of the Corporation; and approving and evaluating the compensati on plans, policies and programs o f t he Corporation. For information regarding the process by wh ich the Board determines the compensation for the Corporation’s executive officers, please see “Compensation Discussion & Analysis”. For information regarding the process by which the Board determines the compensation for the Corporation’s directors, please see “Director Information – Director Compensation” at pages 18 to 26. Board Assessment The Board assesses itself, its committees and individual directors with respect to their effectiveness and contribution on an annual basis. The assessment process involves a confidential director questionnaire and disc ussions among the Chair of the Board, the Chairs of the committees and individual directors relating to overall Board assessment, individual committee assessments, Chair of the Board assessment, individual committee Chair assessments, individual director se lf-assessments and peer assessments. The Chair of the Board meets with each individual director and the Chair of the CESGC meets with the Chair of the Board to discuss the above matters. Members of the CESGC are responsible for drafting, collecting and as sessing questionnaires, and facilitating discussions. The Chair of the CESGC reports on the results of this process to the Board. The CESGC is also permitted to retain exter nal advisors to assist with the assessment process. The assessment for 2021 was conducted in the first quarter of 2022 and the CESGC and the Board considered the results of the assessment process at their March meeting. Succession Planning The CESGC is responsible for ensuring that succession strategies, in consultation with the Board, are both appropriate and are being implemented. Over the past several years, succession planning has been ongoing. During 2021, meetings of the CESGC and meetings of the Board included an in-camera session with and without the CEO at which human resource issues and succession were regularly discussed. As Mr. Brink became CEO in May 2020, the CEO succession plan was achieved. In the event of an emergency, the Board and CESGC have temporary succession plans that can be implemented.