TERMS OF REFERENCE FOR THE I. PURPOSE The purpose of the Human Resources and Compensation Committee (the Committee ) is to assist the Board in fulfilling its obligations relating to human resource and compensation policy and related matters and to establish a plan of continuity and development of senior management for ICBC, and its subsidiaries as applicable. II. COMPOSITION AND OPERATIONS A. The Committee shall be composed of not fewer than three directors and not more than four directors. B. The Committee shall meet at least two times each year. C. From time to time, as deemed required by the Committee, the Committee shall retain independent advice regarding human resource and compensation issues. D. The Secretary to the Committee shall be the Corporate Secretary or his/her delegate. III. DUTIES AND RESPONSIBILITIES Subject to the powers and duties of the Board, the Committee will: A. Understand the principal Human Resources and Compensation risks relative to the Corporation s objectives, and receive updates from management on changes to the risks and the status of strategies to address such risks. B. Review and recommend the Corporation s compensation and benefits philosophy, strategy, and guidelines and review their compliance with laws and any applicable guidelines established by the Public Sector Employers Council. C. Review and recommend to the Board the collective bargaining strategy for the Corporation. D. Review and recommend to the Board the Corporation's strategy respecting, human capital, human resources management and planning, including recruitment, retention, training, performance management, change management and related matters and to report to the Board on the implementation of these strategies at least once a year. E. Review and recommend to the Board the Corporation s strategy respecting labour relations management as required. JANUARY 25, 2018 Page 1 of 6
TERMS OF REFERENCE FOR THE F. Annually review the Corporation s strategy respecting the Emergency Replacement Plan to ensure leadership continuity in the event of the unexpected departure or absence of a member of ICBC s senior leadership team. G. Review with the President and Chief Executive Officer (the CEO ) the Corporation's strategy for succession planning across all management levels and ensure that comprehensive succession plans are in place for senior executive positions. H. Review the administration of COPE 378 (MoveUP) pension plans of which ICBC is an administrator and ensure the obligations of ICBC as administrator of those plans are met. I. Review and make recommendations to the Board before implementation, any change to any of the Management and Confidential Employee pension plans administered by ICBC. J. Receive notice and information from the CEO respecting the qualifications of management trustees appointed to the Board of Trustees of the COPE 378 (MoveUP) / ICBC Pension Plan. K. In consultation with the CEO, review and recommend the compensation, including incentive, benefit and retirement plans, for the executive team. 1 L. Review the annual Executive Compensation Disclosure Statement as required by the Public Sector Employers Council. M. For purposes of administering the Salary Holdback Plan and Gainsharing, review and recommend to the Board the annual Corporate framework and targets for Corporate Performance Measures. N. For the purpose of administering the Salary Holdback Plan and Gainsharing based on corporate performance, review year-end corporate results and recommend to the Board any recognition of corporate performance for the purpose of incentives calculation and the level of that performance. O. Review and recommend the CEO s compensation, including incentive, benefit and retirement plans, to the Board for approval, subject to legislative guidelines then in effect. 1 Those executives reporting directly to the CEO JANUARY 25, 2018 Page 2 of 6
TERMS OF REFERENCE FOR THE P. Recommend a performance review process for the CEO and, when approved, ensure the process is implemented. Q. Review with the CEO any significant outside commitment the CEO is considering for himself or herself before the commitment is made. This includes, but is not limited to, commitments to act as a director or trustee of for-profit and not-for-profit organizations. The Committee will also review with the CEO on an annual basis all commitments made over the previous 12 month period. R. Review major changes in the organizational structure of management as proposed by the CEO. S. Review on an annual basis ICBC s Diversity & Inclusion Strategy. T. Review on a quarterly basis the performance and compliance of management concerning employee safety, wellness, security, business continuity planning, and environmental sustainability. U. Receive from management no less frequently than every other year, the recommended updated Code of Ethics for its review, consideration, amendment if appropriate, and recommendation to the Board for its approval. V. Conduct annual review of the effectiveness of the Committee s governance processes and procedures. W. Review results of an Employee Opinion Survey at least once every two years, with a Pulse Check to be conducted on alternate years.. Monitor Corporate Risks associated with Workforce Planning and Workforce Culture; and Y. Annually review and recommend changes to the Committee s terms of reference. IV. ACCOUNTABILITY The Committee shall report its discussions to the Board by oral or written report at the next Board meeting. V. COMMITTEE TIMETABLE The timetable on the following pages outlines the Committee s schedule of activities during the year. Last reviewed by the Committee: January 24, 2018 JANUARY 25, 2018 Page 3 of 6
CALENDAR Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec A. Understand the principal HR and Compensation risks relative to the Corporation s objectives, and receive updates from Management on changes to the risks and the status of strategies to address such risks. AS REQUIRED B. Corporate Salary Holdback Pay (SHP) Framework Annual Review C. CEO Performance Planning Framework Annual Review D. Executive Performance Planning Framework Annual Review (Status Report) E. Corporate Performance Evaluation SHP & Gainsharing New Fiscal Draft Proposed Targets (Status Report) F. Employee Opinion Survey/Pulse Check G. Pension Plan Annual Review H. CEO Annual Performance Plan New Fiscal Proposed Targets (Status Report) I. Corporate Performance Evaluation SHP and Gainsharing New Fiscal Final Targets J. Executive Performance Plans New Fiscal Final Targets (Status Report) K. Corporate Performance - SHP & Gainsharing Current Year-End Forecasted Results (Status Report) L. CEO Performance Current Year-End Forecasted Results (Status Report) M. Executive Performance Current Year-End Forecasted Results (Status Report) N. Corporate SHP & Gainsharing Current Year-End Final Results NOTE: This calendar indicates the month in which the Human Resources and Compensation Committee will perform the activities set out herein. JANUARY 25, 2018 Page 4 of 6
CALENDAR Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec O. CEO Performance Evaluation Current Year-End Results (Status Report) P. Executive Performance Evaluation Current Year-End Results (Status Report) Q. Executive Compensation Disclosure Annual PSEC Submission R. Committee Terms of Reference Annual Review S. Governance Effectiveness T. Succession Plan Annual Review (Status Update) U. Emergency Replacement Plan V. Code of Ethics - Annual Review (Status Report) W. Human Resources Strategy. Diversity & Inclusion Strategy Y. CEO 360 / Leadership Assessment Annual Review (Status Update) Z. CEO Development Plan Annual Review (Status Report) AA. Compensation Philosophy, Strategy and Guidelines Bi-Annual Review BB. Management Salary Plan Annual Review (Status Update) CC. CEO s Compensation Plan Annual Review (Recommendation 2 ) 2 2012 Wage Freeze remains in place. NOTE: This calendar indicates the month in which the Human Resources and Compensation Committee will perform the activities set out herein. JANUARY 25, 2018 Page 5 of 6
CALENDAR Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec DD. Safety, Business Continuity Planning, Security and Environment Quarterly Review (Status Report) EE. Labour Relations Strategy and Bargaining Mandate FF. Review changes to the M&C Pension Plan and changes to the administration of the ICBC/Union Pension Plan AS REQUIRED AS REQUIRED NOTE: This calendar indicates the month in which the Human Resources and Compensation Committee will perform the activities set out herein. JANUARY 25, 2018 Page 6 of 6