1. Purpose And Scope
The corporate governance and nominating committee (the “Committee”) of the Board of Directors (the “Board”) of MI Developments Inc. (the “Company”) shall, in accordance with the responsibilities and duties set out in this Charter, oversee (i) the nomination of persons for election to the Board and (ii) the corporate governance of the Company. The Company believes that “corporate governance” means the process and structure used to oversee the management of the business affairs of the Company in the best interests of the Company. The process and structure define the division of power between, and establish mechanisms for achieving accountability of, the Board and senior management.
2. Membership
2.1 Number of Members
The Committee shall be composed of three members of the Board.
2.2 Independence
Each member of the Committee shall be independent within the meaning of the provisions of National Policy 58-201 – Corporate Governance Guidelines of the Canadian Securities Administrators and the applicable rules and regulations of the United States Securities and Exchange Commission and the New York Stock Exchange, each as may be amended from time to time.
2.3 Term
The members of the Committee shall be appointed annually by the Board. Each member of the Committee shall serve at the pleasure of the Board until the member resigns, is removed, or ceases to be a member of the Board.
2.4 Chair
At the time of the annual appointment of the members of the Committee, the Board shall appoint a member of the Committee as Chair of the Committee.
3. Duties and Responsibilities
Subject to the powers and duties of the Board, the Board has delegated the following powers and duties to be performed by the Committee on behalf of and for the Board:
3.1 Composition and Qualifications for the Board
The Committee shall undertake on an annual basis an examination of the size of the Board and standards of independence, with a view to determining the impact of the number of directors (including the number of independent directors) on the effectiveness of the Board, and recommend to the Board, if necessary, a reduction or increase in the size of the Board and/or the number of independent directors.
3.2 Annual Assessments
The Committee, in consultation with the Chair of the Board, shall endeavour to ensure that an appropriate system is in place to evaluate the effectiveness of the Board as a whole, as well as the committees of the Board and individual directors, with a view to ensuring that they are fulfilling their respective responsibilities and duties. These evaluations should take into account the competencies and skills each director is expected to bring to his or her particular role on the Board or on a committee, as well as any other relevant facts.
3.3 Annual Nominations
Based on the guidelines referred to in this Charter, the Committee shall, annually or as required, recruit and identify individuals qualified to become new Board members and recommend to the Board new director nominees for the next annual meeting of shareholders.
The Committee shall also, annually or as required, recommend to the Board the individual directors to serve on the various committees of the Board.
In making its recommendations, the Committee shall consider the competencies and skills that the Board considers to be necessary for the Board as a whole to possess, the competencies and skills that the Board considers each existing director to possess, and the competencies and skills each new nominee will bring to the boardroom. The Committee shall also consider the amount of time and resources that nominees have available to fulfill their duties as Board members or committee members, as applicable.
3.4 Corporate Governance Review
The Committee shall review the disclosure in the Company’s public disclosure documents relating to corporate governance practices and prepare recommendations to the Board regarding any reports required or recommended on corporate governance.
3.5 Education of Board Members
The Committee shall review, monitor and make recommendations regarding new director orientation and the ongoing development of existing directors.
3.6 Responsibilities of Board Members and Committees
The Committee shall review annually the Board of Directors Charter and the Charters for each committee of the Board, together with the Position Descriptions of each of the Chairman of the Board, the Chair of each committee of the Board and the CEO, and where necessary recommend changes to the Board.
3.7 Conflicts of Interest
The Committee shall monitor conflicts of interest (real or perceived) of members of the Board and management in accordance with the Code of Conduct and Ethics.
4. Meetings
4.1. Procedure
The time and place of the meetings of the Committee, the calling of meetings of the Committee and the procedure at such meetings in all respects shall be determined by the Committee; provided, however, that a majority of the members of the Committee shall constitute a quorum.
4.2 Reporting to the Board
The Chair shall provide a report to the Board on material matters considered by the Committee.
5 Outside Advisors
The Committee has the authority to engage and compensate any outside advisor that it determines to be necessary to permit it to carry out its duties. The Company shall provide appropriate funding, as determined by the Committee, for the services of these advisors.
