Board of Directors

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Chair	Crystal Nett
Directors	Ian Sutherland, Vice Chair Mayor Don Atchison Councillor Darren Hill Councillor Troy Davies Trent Sereda Ron New Gary Gullickson Derek Bachman Candice Augustyn

Board of Directors Terms of Reference

1. The Board of Directors is responsible for supervising the management of the< business and affairs of the corporation, focusing on the long term benefit to the< stakeholders. The board of directors will discharge this responsibility by developing and determining policy by which the business and affairs of the corporation are to be managed and by overseeing the management of the corporation. The Board's role in the process is to support and oversee management and to hold management to account, and is not to manage the business.

2. The Board of Directors has specific responsibilities for the following, which do not, in any way, limit or comprehensively define its overall responsibility for the

stewardship of the corporation:

a. Selection, appointment, evaluation and if necessary the termination of the Executive Director;

b. Succession planning;

c. Human Resources policies of the corporation in general, including the

approval of the compensation of executive officers;

d. Adoption of a strategic planning process, approval of strategic plans and monitoring corporate performance against those plans;

e. Approval and monitoring of capital and operating plans;

f. Policies and processes to identify the corporation's principal business risks, and a method of ensuring that systems are in place to accept or mitigate these risks;

g. Policies to ensure ethical behaviour of the corporation and its employees, and compliance with laws and regulations, including guidelines established by the City of Saskatoon;

h. Definition of the duties and limits of authority of senior management;

i. Communications policy of the corporation

j. Health, safety, and environmental policies ensuring the implementation of systems to comply with these policies;

k. Corporate governance including the relationship of the board of directors to management and ensuring the corporation has appropriate structures and procedures in place to permit the board of directors to effectively discharge its duties and responsibilities;

l. Approval of annual audited financial statements;

m. Adoption, amendment or repeal of bylaws of the corporation;

n. Review annually the terms of reference.

3. Individual directors have a responsibility to attend all meetings of the board of directors, and committees on which they serve, to come prepared to participate in the discussions, and to remain for the entirety of the meeting. 4. The board of directors shall have the resources and authority appropriate to discharge its duties and responsibilities, including the authority to select, retain, terminate and approve the fees and other retention terms of special or independent counsel or other experts or consultants, as it deems appropriate. Approved Governance Committee: December 2007 Approved Board: October, 2004 Reviewed and altered by the Governance Committee: December 2007