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Board and Senior Management Diversity Policy

The Institute of Corporate Directors (the “ICD”) values the benefits that diversity can bring to its board of directors (the “Board”) and to its senior management team (“management”). Diversity promotes the inclusion of different perspectives and ideas, mitigates against groupthink and ensures that the ICD has the opportunity to benefit from all available talent. The ICD is also committed to fostering a diverse and inclusive culture, free of conscious or unconscious bias and discrimination. The promotion of a diverse Board and Management makes prudent business sense and makes for better corporate governance.

The ICD seeks to maintain a Board and Management comprised of talented and dedicated members with a diverse mix of expertise, experience, skills and backgrounds. The skills and backgrounds collectively represented on the Board and Management should reflect the diverse nature of Canada and the ICD membership.

When assessing Board composition or identifying suitable candidates for appointment or re-election to the Board, the ICD will carefully review candidates using objective criteria while recognizing the benefits of diversity and the needs of the Board.

For purposes of composition for the Board and Management, diversity includes, but is not limited to, business experience, geography, age, gender identity and sexual orientation as well as members of “designated groups” as referred to in the Canada Business Corporations Act: women, Indigenous peoples, persons with disabilities and members of visible minorities (the “Designated Groups”)[1].

The ICD aims for a broadly diverse Board comprised of (i) no less than 50 per cent of the Board identifying as a member of a Designated Group and (ii) at no time will the Board be comprised of less than 30 per cent women.

When recruiting new candidates for the Board, search protocols will extend to include candidates who are members of a Designated Group.

To achieve effective stewardship, members of Management also provides the necessary range of perspectives, experiences and expertise.  In accordance with the policy, the ICD aspires to maintain a mix of talented, qualified and diverse members of Management and will consider objectives to attain suitable candidates for Management positions.

The ICD aims for a broadly diverse Management comprised of (i) no less than 40 per cent of Management identifying as a member of a Designated Group and (ii) at no time will Management be comprised of less than 30 per cent women.

The ICD believes promotion of diversity is best served through careful consideration of all of the knowledge, experience, skills and backgrounds of each individual candidate for the Board and for Management in light of the changing needs of the ICD.

Annually, the Board or a committee of the Board will review this policy and assess its effectiveness.

Approved by the board on: March 1, 2023

[1] As referenced in the Canada Business Corporations Act, designated groups is defined in the Employment Equity Act as Women; Aboriginal peoples: persons who are Indians, Inuit or Métis; Persons with disabilities: persons who have a long-term or recurring physical, mental, sensory, psychiatric or learning impairment and who consider themselves to be disadvantaged in employment by reason of that impairment, or believe that an employer or potential employer is likely to consider them to be disadvantaged in employment by reason of that impairment, and includes persons whose functional limitations owing to their impairment have been accommodated in their current job or workplace; and Members of visible minorities: persons, other than Aboriginal peoples, who are non-Caucasian in race or non-white in colour.