SECTION 3: NOMINATION AND APPOINTMENT PROCESS

48 | Nominating Committee Guide 3.5.12 The makeup of the “ideal Board” may change over time as the needs of the company change. For example, if a company expands into a new region or industry, it may want to appoint a director who has familiarity working in that region, industry or culture. 3.5.13 The Board, with support from the NC, should establish a diversity policy which sets out the framework to promote Board diversity. This policy, including its objectives, needs to be disclosed in the annual report along with progress made towards its implementation 25 . A company that actively communicates and profiles its Board composition as a strength will gain investors’ confidence. The NC Terms of Reference should include the responsibility to define, monitor and communicate the company’s diversity stance. A sample Board diversity policy is provided in Appendix 3H. 3.6 Nomination Process 3.6.1 The Board should require the NC to review, at least once a year, the structure, size, and composition of the Board and the Board Committees. If a new director is required to be appointed subsequent to the review, the NC will initiate the director nomination process. 3.6.2 The nomination process requires the NC to take several steps: • Develop desired profiles of new directors for the Board. • Search for candidates. • Shortlist candidates. • Evaluate them. • Recommend to the Board. 3.6.3 In identifying the profiles of directors for the Board, the NC should consider the following factors: • Board renewal and continuity including upcoming retirements and anticipated vacancies. 25 Provision 2.4 of the Code. 3A-7 3H