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Corporate Governance

The Board of Directors has an Executive Committee, an Audit Committee, a Compensation Committee, a Nominating and Corporate Governance Committee and a Special Equity Award Committee.

The Executive Committee is authorized to exercise all of the powers and authority of the Board of Directors in managing Waste Connections' business and affairs, other than matters required by law to be approved by the stockholders, and other than adopting, amending or repealing any By-law. Between meetings of the Board, the Executive Committee approves all acquisitions and divestitures by Waste Connections in excess of $10.0 million.

The Audit Committee operates under a written charter adopted by the Board. The Audit Committee’s responsibilities are to review the Company’s internal controls and the objectivity of financial reporting, and to meet with the appropriate financial personnel and the independent auditors in connection with these reviews. The Audit Committee also reviews the professional services provided by the Company’s independent auditors and reviews such other matters concerning the Company’s accounting principles and financial and operating policies, controls and practices, public financial reporting policies and practices, and the results of the annual audit as it may find appropriate or as may be brought to its attention.

The Compensation Committee is responsible for establishing Waste Connections' executive officer compensation policies and administering such policies. The Compensation Committee determines the compensation of all of the executive officers. All decisions by the Compensation Committee relating to the compensation of executive officers, including decisions relating to stock options, are reviewed and approved by the full Board of Directors.

The Nominating and Corporate Governance Committee recommends director nominees to the Board, and recommends, develops, and assists the Board in implementing corporate governance principles.

The Special Equity Award Committee is empowered with separate but concurrent authority with the Compensation Committee to make awards to all eligible individuals – typically new hires – under the company’s various equity incentive plans, subject to certain exceptions and limitations set by the Board of Directors.

Committee Charters
Governance Documents

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