Board of Directors

Michel Desbiens

Beaconsfield, Quebec
Chairman
(Member of the Environmental, Health and Safety Committee)

Thomas S. Chambers

Vancouver, BC
President, Senior Partner Services Ltd.
(Member of the Audit Committee and the Environmental, Health and Safety Committee)

Gary Collins

Vancouver, BC
Corporate Director
(Member of the Audit Committee and Governance Committee)

Bill Dickson

Vancouver, BC
Corporate Director
(Member of the Governance Committee and the Human Resources and Compensation Committee)

Benjamin Duster IV

Atlanta, Georgia
Senior advisor, Watermark Advisors
(Member of the Human Resources and Compensation Committee)

Richard Garneau

Vancouver, BC
President and Chief Executive Officer

Denis Jean

Lac Megantic, Quebec
Corporate Director

Jeffrey Marshall

Toronto, Ontario
Chairman, Smith Marshall
(Member of the Audit Committee and the Environmental, Health and Safety Committee)

Amit Wadhwaney

New York, New York
Portfolio Manager and Senior Research Analyst, Third Avenue Management, LLC
(Member of the Governance Committee and the Human Resources and Compensation Committee)

Composition & Structure

Catalyst’s board of directors is responsible for the stewardship and governance of the company and operates under a publicly-disclosed mandate with specific terms of reference. Consisting of nine directors, the board is committed to continual review and improvement of its governance procedures to keep pace with the regulated and voluntary practices emerging in North America. All directors except the company’s Chief Executive Officer are considered independent.

Mandate

Catalyst’s board undertakes to satisfy its legal responsibilities to supervise the management of the company’s business in the interest of all shareholders through the leadership of the Chief Executive Officer.

Among its most important responsibilities, the board reviews and approves:

• The appointment and succession of senior management
• The remuneration of the Chief Executive Officer and his direct reports
• The strategic plan
• Capital and operating budgets
• Performance targets for the Chief Executive Officer
• The identification and monitoring of the principal risks to the company’s business
• Systems and policies for effective and timely communication

The board manages its own affairs, including the selection of its chair and deputy chair, the formation of special committees as necessary and the evaluation and compensation of directors.

Committees

The full board is informed by four committees that in turn are supported by senior management representatives. The four permanent board committees are:

• Audit Committee
• Environmental, Health and Safety Committee
• Governance Committee
• Human Resources and Compensation Committee