A Director that is independent within the meaning of NI 58–101. An Independent Director is one who is not an employee or executive officer of Dream and who is free from any direct or indirect relationship which could, in the view of the Board, be reasonably expected to interfere with independent judgment.

The Audit Committee is responsible for monitoring the Corporation’s systems and procedures for financial reporting and internal controls and the performance of the Corporation’s external auditors. It is responsible for reviewing certain public disclosure documents prior to their approval by the full Board and release to the public including, among others, the Corporation’s quarterly and annual financial statements and management’s discussion and analysis. The Audit Committee is also responsible for recommending to the Board the firm of chartered accountants to be nominated for appointment as the external auditor, and for approving the assignment of any non-audit work to be performed by the external auditor. The Audit Committee meets regularly in private session with the Corporation’s external auditors and internal audit function, without management present, to discuss and review specific issues as appropriate.

The full responsibilities of the Audit Committee are set out in a written charter, which is reviewed annually by the Board. The charter is available for review under the Charters and Policies section.

Applicable law requires the Board of Directors to have an Audit Committee consisting of at least three Directors, each of whom must be independent and “financially literate” within the meaning of NI 52-110.

The Governance, Environmental and Nominating Committee, in consultation with the Chair, is responsible for:

• assessing from time to time the size and composition of the Board and its committees;
• reviewing the effectiveness of the Board’s operations and its relations with management;
• assessing the performance of the Board, its committees and individual directors;
• reviewing the Corporation’s statement of corporate governance practices;
• developing, recommending, implementing and assessing Dream Unlimited Corp.’s approach to environmental, social and governance matters; and
• reviewing and recommending the directors’ compensation.

The full responsibilities of the Governance, Environmental and Nominating Committee are set out in a written charter, which is reviewed annually by the Board. The charter is available for review under the Charters and Policies section.

The Organization Design and Culture Committee is responsible for reviewing and reporting to the Board on management resource planning, including succession planning and proposed senior management appointments, the job descriptions and annual objectives of senior executives, the form of executive compensation in general, and the levels of compensation of the Chief Executive Officer and other senior executives. The Organization Design and Culture Committee also reviews the performance of senior management against written objectives and reports thereon to the Board.

The Organization Design and Culture Committee is also responsible to work with the Chief Executive Officer to review internal practices (both formal and informal) that promote the culture of the Corporation. The success of Dream’s business is influenced by the performance of management. Management is influenced by compensation and the environment in which it works. The Organization Design and Culture Committee works with the Chief Executive Officer to encourage a working culture that motivates colleagues to belong to the organization, perform at the highest level and to want to continue with the organization for reasons beyond compensation.

The full responsibilities of the Governance and Nominating Committee are set out in a written charter, which is reviewed annually by the Board. The charter is available for review under the Charters and Policies section.

The Leaders and Mentors Committee oversees Dream’s commitment to creating an environment that fosters excellence in what we do and how we do it. The mandate of the committee is to:

• Identify, mentor and champion exceptional talent within the organization;
• Oversee Dream’s commitment to being a leader in diversity and inclusion at all levels of the organization;
• Work with the Governance and Nominating Committee to identify excellent candidates for board positions, irrespective of prior board experience, who are most likely to help Dream achieve its goals; and
• Provide mentorship to new board members.

The full responsibilities of the Leaders and Mentors Committee are set out in a written charter, which is reviewed annually by the Board. The charter is available for review under the Charters and Policies section.