Governance

The Board of Directors of Alimentation Couche-Tard Inc. (hereinafter referred to as the “Corporation” or “Couche-Tard”) establishes the overall policies for the Corporation, monitors and evaluates the Corporation’s strategic direction, and retains control for those functions not specifically delegated by it to its Committees or to management. The mandate of the Board of Directors is to supervise and manage the business affairs of Couche-Tard and to take decisions which are in its best interest while, at the same time, considering the interests of the shareholders and other stakeholders. Management’s role is to conduct the day-to-day operations in a manner that meets such object.

The Board may, from time to time, formally adopt and review mandates for its Committees as well as delegate certain tasks to these Committees.

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The Human Resources and Corporate Governance Committee is responsible for assisting the Board of Directors of Couche-Tard in connection with executive and other human resources hiring, assessment, executive compensation and succession planning. The Human Resources and Corporate Governance Committee may, from time to time, engage the services of outside advisors at the expense of the Corporation in order to assist the Human Resources and Corporate Governance Committee in the performance of its duties.

In addition to its responsibilities above, the Human Resources and Corporate Governance Committee assists the Corporation in the following:

• developing the Corporation’s approach on corporate governance issues;
• identifying and recommending new Board nominees and director nominees for each committee of the Board;
• assessing the effectiveness of the Board and its committees as a whole and the contribution of individual members;
• annual review and recommendation of the Corporation’s policies; and
• overseeing orientation and continuing education programs for Directors.

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