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Corporate Governance And Nominating Committee Charter

As adopted by the Board of Directors on October 29, 2020

I. Purpose

The main objective of the Corporate Governance and Nominating Committee (the “Committee”) of the Board of Directors (the “Board”) of Pretivm is to assist the Board in:

  • reviewing the performance of the Board Chair, Committee Chairs and the Board/Committee members;
  • identifying individuals qualified to become Board members;
  • determining the composition of the Board and its Committees; and
  • assessing the development and implementation of policies relating to governance, business conduct, ethics, public disclosure of material information and other matters.

II. Organization

The Committee shall consist of three or more directors as the Board may determine from time to time. The members of the Committee shall meet the independence, experience and other requirements under applicable securities laws and stock exchange rules, as determined by the Board. The determination of independence will be made by the Board in accordance with applicable securities laws and stock exchange rules. The Committee may form and delegate authority to subcommittees when appropriate.

The Committee, in carrying out its activities and discharging its duties shall be supported by a management coordinating officer (the “Coordinating Officer”), which shall be the Vice President, Legal and Corporate Secretary of the Company or another individual designated by the Chief Executive Officer of the Company (the “CEO”) from time to time.

III. CHAIR OF THE COMMITTEE

The Chair of the Committee is responsible for overseeing the Committee in its responsibilities. The Board, or if the Board fails to do so, the Committee members, must appoint a Chair from among the members of the Committee. If the Chair of the Committee is not present at any meeting of the Committee, an acting Chair for the meeting shall be chosen by majority vote of the Committee from among the members present.

The Chair’s duties and responsibilities include:

  1. providing leadership to enable the Committee to act effectively in carrying out its responsibilities;
  2. ensuring an effective relationship exists between management and members of the Committee through consultation with the CEO and the Coordinating Officer;
  3. presiding at each meeting of the Committee;
  4. working with the Coordinating Officer to set the frequency and length of each meeting, and reviewing and finalizing the agenda (as prepared by the Coordinating Officer) of items to be addressed at each meeting, in consultation with the Board Chair, the CEO, the Coordinating Officer, and the other members of the Committee;
  5. ensuring that the agenda for each upcoming meeting of the Committee is circulated to each member of the Committee, as well as each other director, in advance of such meeting to allow for sufficient time for each member to prepare for the meeting;
  6. leading the Committee in discharging each of the tasks assigned to it under this Charter;
  7. reviewing the Committee’s annual work plan with the Board Chair, the CEO and the Coordinating Officer; and
  8. ensuring there is proper flow of information to the Committee and reporting to the Board on the activities of the Committee following any meeting of the Committee.

IV. Meetings

The Committee shall meet as many times as the Committee deems necessary to carry out its duties effectively. A majority of the members of the Committee shall constitute a quorum and shall be empowered to act on behalf of the Committee. The Board Chair, the CEO and the Coordinating Officer may attend meetings of the Committee. Further, the Committee may invite other members of management, advisors and such other persons it deems advisable to attend meetings. As part of its responsibility to foster open communication, the Committee will hold (i) executive sessions with the CEO but absent other management, and (ii) executive sessions with only independent directors, in each case as the Committee deems appropriate.

The Committee Chair will present the agenda for the Committee’s meetings and any member may suggest items for consideration. Briefing materials will be provided to the Committee as far in advance of meetings as practicable; generally, one week. Minutes will be recorded at each meeting and approved at the following Committee meeting.

V. Authority and Responsibilities

To fulfill its responsibilities with respect to corporate governance oversight, the Committee shall:

Corporate Governance
  1. Review development, implementation and compliance with the Company’s governance and related policies and procedures other than those policies specifically required to be reviewed by the Audit Committee, including without limitation, policies on conflicts of interest, anti-corruption and anti-bribery, as well as the Code of Business Conduct and Ethics, the Corporate Disclosure and Trading Policy, the Anti-Hedging Policy the Advance Notice Policy and the Majority Voting Policy;
  2. Review and assess the adequacy of the Company’s corporate governance policies, practices and procedures and recommend to the Board any changes deemed appropriate by the Committee, taking into account ongoing developments in securities laws and stock exchange rules, and industry best practices relating to matters of corporate governance;
  3. Assist with the development and periodic review of the position description of the Board Chair and other Board-related position descriptions as the Committee may deem appropriate from time to time;
  4. Review the adequacy of systems in place to verify compliance with applicable securities laws and stock exchange rules regarding corporate governance and disclosure requirements, including reviewing and recommending for approval to the Board on an annual basis “The Statement on Corporate Governance” for inclusion in the annual report or management information circular of the Company;
  5. Examine the size and composition of the Board and recommend adjustments from time to time with a view to enabling the Board’s size and composition to facilitate effective decision making;
  6. Make recommendations to the Board with respect to membership on committees of the Board and the appropriate rotation of directors on such committees;
  7. Review the adequacy of the Board’s structures and procedures with a view to facilitating the Board to function with the proper degree of independence from management;
  8. Regularly review the time required from non-executive directors to perform their functions and assess whether they are satisfying those time requirements;
  9. Assess and facilitate the implementation of the Company’s orientation program for new directors and the provision of appropriate continuing education programs for directors;
  10. implement and facilitate the Company’s processes to assess the effectiveness of the Board as a whole and Board committees, as well as the contribution and effectiveness of each individual director;
  11. Advise on and implement, as applicable, procedures to manage conflicts of interests or other competing demands of directors in accordance with the Governance Guidelines or other Company policies;
  12. Adopt and recommend to the Board, standards to be applied in making determinations as to the presence or absence of material relationships between Pretivm and a director and reviewing and confirming the status of independent directors;
  13. At the request of the Board, review related party transactions other than those delegated to the Audit Committee or a special committee or independent committee of the Board against applicable legal and regulatory requirements, discuss with management the business rationale for the transactions, review applicable disclosures and report to the Board on such transactions, as applicable;
  14. Review and advise on implementation of policies and procedures designed to facilitate engagement by the Board, Board committees and individual directors with shareholders of the Company; and
  15. Assess and consider any shareholder proposals to be included in the management information circular and make appropriate recommendations to the Board.
  16. Annually, review with senior executives Pretivm’s directors and officers insurance and indemnities, considering the adequacy of such coverage and make recommendations to the Board with respect thereto.
Nomination of Directors and Qualifications
  1. Develop, implement and assess policies and procedures relating to Board composition including the identification and assessment of necessary and desirable competencies and characteristics for Board membership and regularly (and in any event no less than annually) assess the extent to which those competencies and characteristics are represented on the Board;
  2. Develop and recommend to the Board appropriate criteria for the selection of new directors, including the desired skills, expertise and other qualities in light of the foregoing assessment as well as considerations relating to independence and application of the Company’s Diversity Policy;
  3. Identify individuals qualified to become members of the Board in accordance with the foregoing and make recommendations to the Board for the appointment or election of director nominees, including in connection with annual general meetings of shareholders, when vacancies occur or otherwise at the direction of the Board;
  4. Develop and oversee a process for director succession, including reviewing and assessing new candidates for appointment or nomination to the Board; and
  5. Upon receipt of the resignation of a director under the Company’s Majority Voting Policy, promptly consider and make recommendations to the remaining members of the Board as to whether to accept such directors’ resignation, pursuant to the terms of the Majority Voting Policy.
Risk Management
  1. Assess with senior executives of the Company, the Company’s material risk exposures relating to corporate governance and the Company’s actions to identify, monitor and mitigate such exposures.
General
  1. Prepare any report as may be required under applicable securities laws, stock exchange rules and any other regulatory requirements.
  2. Review and assess the adequacy of this Charter annually and recommend to the Board any changes deemed appropriate by the Committee.
  3. Perform any other activities consistent with this Charter, the Company’s Articles and governing law, as the Committee or the Board deems necessary or appropriate.
  4. Review its own performance annually relative to the Committee’s purpose, duties and responsibilities outlined herein.
  5. Report regularly to the Board regarding the execution of the Committee’s duties, responsibilities and activities, as well as any issues encountered and related recommendations.

VI. RESOURCES

The Committee will be granted unrestricted access to all information regarding Pretivm that is necessary or desirable to fulfill its duties and responsibilities, and all directors, officers and employees will be directed to cooperate as requested by Committee members. The Committee has the authority to retain, at Pretivm’s expense, independent legal, financial and other advisors, consultants and experts, to assist the Committee in fulfilling its duties and responsibilities.