Corporate Governance

Integrity

At Stantec, we believe in doing what’s right. We embrace the highest standards of personal and professional integrity. We never compromise our business principles. And we stay true to basic ideals that include good governance, transparent accounting, and the delivery of long-term shareholder value.

We conduct our business using solid practices. These include an organizational structure that balances the operational and technical aspects of our Company; a focused business model that allows us to manage risk while pursuing continued growth; Practice and Risk Management teams dedicated to ensuring good professional practices and loss prevention; and training and development for all employees. As our Company evolves, we continue to invest in our employees and training to enhance our client-service delivery.

The integrity of our board of directors sets the tone for our operations. Qualified and knowledgeable, our board members guide the management of our Company's business and affairs while adhering to sound corporate governance practices. For example, the board has set up a corporate governance model that complies with the corporate governance guidelines set out in National Policy 58-201 (NP 58-201), addressing practices in three major areas: stewardship, independence, and expertise LEARN MORE.

Stewardship

Our board is responsible for the stewardship of our Company. It participates in Stantec’s strategic planning process with senior management and periodically reviews management’s performance on key strategic and operational objectives. Succession planning, particularly for the president and CEO, and board compensation also come under board review. Other responsibilities include identifying the Company’s principal risks and regularly monitoring the current systems for managing these risks to protect shareholder value. Our board also defines the responsibilities of management and ensures the integrity of internal control and management information systems.

Independence

We adhere to corporate governance guidelines by maintaining a board structure in which a majority of directors are independent. As well, the board’s two committees, the Corporate Governance and Compensation Committee and the Audit and Risk Committee, are both composed entirely of independent directors. Every board meeting includes a session held without management present. The Corporate Governance and Compensation Committee assesses the board and its other committees’ performance on an annual basis and may authorize individual directors to consult independent advisors at the Company’s expense.

Expertise

One of the ways we achieve compliance with the NP 58-201 guidelines for supporting board quality and expertise is by hosting management presentations at board meetings on topics related to our business. We also hold meetings at locations other than our corporate office to give directors the opportunity to meet with local managers in our five regions. Additional practices include maintaining a Directors’ Reference Manual, which is updated regularly, and having measures in place to ensure the financial literacy and expertise of our Audit and Risk Committee. When necessary, we provide orientation and education for new directors.

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