Human Resources Committee

Composition

The Human Resources Committee is composed of at least three members, including the Chairman of the Board of Directors, who also chairs the committee.

Members

Jacques Martineau, Chairman
Michel Côté
Gaëtan Couture

Mandate

The Human Resources Committee is responsible for conducting an annual evaluation of the President and Chief Executive Officer's performance and recommending his compensation to the Board of Directors.

In addition, the committee receives and approves the President and Chief Executive Officer's recommendations on aggregate compensation for vice-presidents.

It updates the Company's management succession plan.

Activity Report

In accordance with its mandate, the committee conducted an evaluation of the President and Chief Executive Officer and submitted its report to the Board of Directors. It further recommended to the Board the President's compensation for 2014 and the targets to be attained in relation to that compensation.

The committee also ratified recommendations made by the President and Chief Executive Officer on the vice-presidents' compensation for 2014 and the targets to be attained in relation to that compensation. It also assessed the degree to which 2013 targets were attained and examined the value of the pension benefits of members of management.

In addition, the committee conducted an annual review of the Company's management succession plan.

Jacques Martineau
Chairman