ONTARIO MEDICAL ASSOCIATION (“OMA”) GOVERNANCE & NOMINATING COMMITTEE (“GNC”) CHARTER - 1. Composition

Operating Principles and procedures The GNC shall fulfill its responsibilities within the context of the following principles and procedures: a) Committee Values The GNC will act in a manner that values the contribution of the staff and management of the OMA. [...] d) In the absence of the Chair, the Committee members present shall appoint an Acting Chair; and e) A copy of the minutes of each meeting of the GNC shall be provided to each member of the Committee and to each director of the OMA in a timely fashion. [...] For the purposes of this Charter, a member is independent if the member has no relationship with the OMA which, in the view of the Board, could reasonably be expected to interfere with the exercise of the member’s independent and objective judgment; c) verify that the President, the Chair of the Board, and the President-Elect are not members of Management; d) verify that every member of the OMA’s. [...] FAC, GNC and HRCC) and (ii) those Directors to serve as Chairs of the FAC, the HRCC, and the Pension Committee and (iii) those Task Force members to serve as Chair, if any, of a 5 Board Task Force; x) recommend to the Board those individuals who are qualified to serve on Board Task Forces and Sub-Committees of the Board; y) upon the advice of the CEO, recommend to the Board those individuals to se. [...] ff) in conjunction with the Human Resources and Compensation Committee, develop and maintain a written position description for the CEO; gg) develop, recommend to the Board, and implement processes for regularly assessing (i) the effectiveness of the Board, taking into account the Board’s Charter, (ii) the effectiveness of the President, the President-Elect, the Past President, the Board Chair and.