The Governance, Ethics and Compensation Committee is made up of three independent directors. Among other things, it reviews the appointments of WSP’s senior managers and makes related recommendations to the Board. Every year, it examines the goals set out by the President and CEO for the following 12 months and evaluates the performance of the President and CEO. It also makes recommendations concerning the compensation of Board members and WSP’s senior management, in addition to administering the profit sharing plans and making recommendations concerning their operation. The committee is also responsible for advising the Board on Board vacancies and for periodically reviewing the Board’s composition and effectiveness and each Director’s contributions. 

The committee is also tasked with developing WSP’s approach to corporate governance issues. In this regard, it is responsible for adopting, periodically reviewing and updating WSP’s corporate governance policies and guidelines, in addition to disclosing these policies and guidelines in accordance with applicable securities regulations. It also carries out identical duties with respect to WSP’s Public Disclosure Policy.