Chairman
Superior Plus Corp.

Core function

The Chair of the Board (the “Chairman”) along with the Board of Directors (the “Board”), assumes responsibility for the stewardship of the Corporation.  In co-operation with the independent perspective and advice of the Lead Director, the Chairman manages the affairs of the Board, including being satisfied that the Board is organized properly, functions effectively, operates independently from management, and meets its obligations and responsibilities relating to corporate governance matters.

Responsibilities

The Chairman’s duties, responsibilities and obligations include, but are not limited to the following. The Chairman shall:

1. provide leadership in reviewing and deciding upon matters that exert major influence on the manner in which the Corporation’s business is conducted, such as corporate strategic planning, policy formulation and mergers and acquisitions;
2. provide liaison between the Board and management of the Corporation and act as an advisor to and sounding board for the CEO;
3. provide overall leadership to enhance the effectiveness of the Board and lead the activities and meetings of the Board; chair meetings of the Board and attend committee meetings as a member or observer, as appropriate;
4. encourage open questions and discussion and promote a spirit of collegiality at Board meetings;
5. with the CEO and Corporate Secretary, establish the Board schedule in advance, co-ordinate the agenda, Board information packages and related events for Board  meetings;
6. ensure that timely and relevant information and other resources are available to the Board to adequately support its work;
7. be satisfied that the responsibilities of the Board are effectively carried out in compliance with the Board’s mandate and that the functions of the Board delegated to the committees of the Board are carried out and reported to the Board;
8. in collaboration with the Governance and Nominating Committee, support the director recruitment process and in conjunction with the Lead Director and the relevant committees of the Board, review and assess director attendance, performance, compensation and the size and composition of the Board and its committees and make recommendations to the Board for approval;