Our Board of Directors uses a governance framework that creates value for all stakeholders, enhances long-term corporate sustainability and enterprise value and reduces business risk.

Our Environmental, Social and Governance approach starts with our Board but accountability for sustainable business practices is shared company wide. The Board operates with three committees: Audit; Human Resources & Health and Safety; and, Environmental, Social and Governance (“ESG”). Each committee contributes to Toromont’s sustainability but responsibility for comprehensive ESG oversight rests with the ESG committee. For the purpose of this document, the framework below refers to the ESG committee.

Board of Directors

Oversees overall risk, strategy, corporate governance, succession planning and Board and Director effectiveness.

Environmental, Social and Governance Committee of the Board

Provides dedicated focus on ESG matters, oversees governance and sustainability frameworks, strategies and outcomes, manages Board and committee composition, recruits directors, monitors changes in regulations, and best practices, and is solely comprised of independent directors.

Executive Team

Establishes corporate strategy and objectives, provides leadership to embed corporate Values, fosters relationships with stakeholders and scrutinizes results. Sets Toromont’s ESG strategies and goals, supports initiatives and monitors progress. Leads risk and opportunities assessment and stakeholder engagement.

Business Unit Leadership

Sets objectives aligned to ESG strategic priorities, allocates resources to achieve performance objectives, delivers human capital strategies, environmental management, and community programs, grows customer, business partner and community relationships. Participates in risk and opportunities assessment and stakeholder engagement.

Sustainability Committee and Working Groups

Comprised of accountable executives and business unit leaders, as well as those with operational responsibilities and subject matter expertise to help assess, develop, implement and monitor ESG strategies, risks and opportunities assessments, goals and initiatives.

2023 Board Governance Snapshot

Size of Board	9
Separate Chair and CEO Roles	Yes
Percentage of Independent Directors	89%
Code of Conduct for Directors, Officers, Employees	Yes
Director Stock Ownership Guidelines	Yes
Policy on Share Trading and Hedging	Yes
Comprehensive Board Assessment Process	Yes
Average Age of Directors	63 Years
Average Board Tenure	6.6 Years
Board and Management Succession Plan	Yes
Director Education Program	Yes
Board Diversity & Leadership Policy	Yes
Number of Women on the Board	3
Say on Pay Advisory Vote	Yes
Majority Voting Policy	Yes