1. PURPOSE

1.1       The Committee is established by the Board to assist it in fulfilling its risk oversight responsibilities. The Committee oversees the development and implementation of the Corporation’s enterprise risk management (“ERM”) system, monitors material risk exposures, and ensures that appropriate risk management policies and controls are in place. The Committee is accountable to the Board for its performance.

2. MEMBERSHIP AND QUALIFICATIONS

2.1   Composition. The Committee shall be composed of at least three (3) members of the Board, the majority of whom shall be non-executive directors. At least one (1) member shall be an independent director. The Chairperson shall be a non-executive director.
2.2       Qualifications. Each member shall have the qualifications and none of the disqualifications of a director as set out in the MCG. Members shall collectively possess relevant knowledge and experience in risk management, finance, operations, or other areas relevant to the Corporation's risk profile.  At least one (1) member shall have thorough knowledge and experience in risk and risk management.
2.3       Appointment. The Chairperson and members shall be appointed by a majority vote of the Board at the Organizational Board Meeting or, if there is a vacancy, during any Board meeting.  Membership shall be reviewed every year after election of the Board by the stockholders.
2.4       Resignation / Removal. A member's resignation shall become effective upon acceptance by the Board. The Chairperson or any member may be removed from office by action of the Board.

3. STRUCTURE AND OPERATIONS

3.1       Meetings. The Committee shall meet at least four (4) times per year — at minimum once each quarter and at such other times and places as it considers appropriate. The Chairperson of the Committee, any Committee member, or the Corporate Secretary may call a meeting of the Committee.
3.2       Quorum. Attendance of at least a majority of all the Committee members shall constitute a quorum. The Committee shall act only on the affirmative vote of at least a majority of the members present at a meeting at which there is a quorum.
3.3       Chairperson. The Chairperson of the Committee shall preside in all meetings. In the absence of the Chairperson, the Committee members present shall elect one of their members to preside.
3.4       Secretary of the Meeting. The Corporation’s Corporate Secretary shall be the secretary of the Committee.
3.5       Notice of the Meeting. A notice of each meeting setting out the date, time, venue, and agenda shall be sent to each member at least two (2) working days prior to the date of the meeting.
3.6       Record of Meetings. Full minutes of the proceedings and resolutions made during Committee meetings shall be kept by the Corporate Secretary. Notices, minutes, agenda, and materials presented during meetings shall be made available to any Committee member upon request.
3.7       Other Attendees. As necessary, the Committee may invite members of management or other persons to attend its meetings to provide relevant information or data.
3.8       Access to Resources. The Committee shall have full access to management, personnel, and records of the Corporation for the purpose of performing its duties. The Committee may also obtain external legal counsel or independent professional advice if it deems necessary.
3.9       Authority. The Committee shall have the authority to conduct or order an investigation into any matter within its scope of responsibility. All directors, officers, and employees are enjoined to cooperate as requested by the Committee.

4. DUTIES AND RESPONSIBILITIES

4.1       The Committee shall:

1. oversee the development and implementation of the Corporation's ERM framework, risk management policies, and risk management processes, and ensure their effectiveness and continued relevance;
2. develop a formal ERM plan containing a common risk language, well-defined risk management goals and oversight mechanisms, uniform risk assessment processes, and continuing improvement mechanisms;
3. review and recommend to the Board the Corporation's risk appetite levels and risk tolerance limits, and review these at least annually based on changes in the business, regulatory framework, and external environment;
4. monitor the Corporation's material risk exposures, including credit, market, liquidity, operational, legal, reputational, and other risks, based on regular risk management reports from management;
5. oversee management's implementation of the ERM plan and conduct regular discussions on the Corporation's prioritized and residual risk exposures;
6. assess the probability and estimated financial impact of identified risks, and evaluate the adequacy of risk mitigation strategies and controls;
7. advise the Board on emerging risks, significant developments that may impact the Corporation, and changes in the risk environment;
8. report to the Board on a regular basis on the Corporation's material risk exposures, the actions taken to reduce or manage these risks, and recommend further action or plans as necessary; and
9. perform such other activities as the Board may assign from time to time.

5. REPORTING PROCESS

5.1       Report of Meetings Convened. The Chairperson of the Committee shall report to the Board on the decisions and recommendations made during each Committee meeting at the next scheduled Board meeting.
5.2       Other Reports. The Committee shall prepare such reports as may be required to document its activities.  Such reports shall be included in the annual report and other corporate disclosures as required by the SEC and/or the PSE.

6. PERFORMANCE EVALUATION

6.1       Periodic Assessment. The Committee shall assess its effectiveness periodically to ensure that its performance accords with best practice.  Such assessment shall compare performance with the requirements of this Charter and the Manual on Corporate Governance.
6.2       Annual Review. This Charter shall be reviewed annually, updated as required, and copies shall be made available to any requesting party upon written request to the Corporate Secretary.

7. AMENDMENT

7.1       This Charter shall not be amended, altered, or varied unless such amendment, alteration, or variation shall have been approved by a resolution of the Board.