SNC Lavalin : Governance Framework

GOVERNANCE FRAMEWORK POLICY

	Document No.:	1I-APO-001
Governance Owner: Chief ESG and Integrity Officer
Version:	03
Approved by: Board of Directors	Approval Date:	2022-05-05
	Revision Date:	2022-05-05
Issued by: Integrity
Issuance Date:	2022-06-23

Purpose

The purpose of this policy is to establish the guiding principles and mandatory requirements related to governance documents management. It details:

• The classification and approval levels of governance documents;
• Governance documents standards;
• Consistent processes for the development, publication, review and withdrawal of governance documents;
• The process to request and manage deviations; and
• Information about governance documents violations and how to report them.

		Revision Index
Version	Date	Revision Details
01	2018-01-03	Initial version - Complete review and merge of former Policies 1000 (Policy on Policy) &
		1001 (Deviation)
1.1	2018-12-29	Minor changes including organizational change from Ethics & Compliance to Integrity
2.0	2019-07-24	Modification of the Document Hierarchy structure; addition of Governance Documents
		Review section and minor changes (including format).
2.1	2019-10-31	Modification to the Governance Documents Review section and to the document types in
		the Document Hierarchy.
03	2022-06-23	Complete re-write of the Policy

Users must always verify that they use the most current version available on the Governance Documents section of the intranet.

SNC-Lavalin

Policy - GOVERNANCE FRAMEWORK

1. Scope

The scope of this policy is defined in the Global Glossary.

2. Audience

This policy applies to all SNC-Lavalin personnel.

3. Definitions

All terms in bold and italic are defined in the Global Glossary.

4. Classification Related Requirements

4.1. Policy Coordinator Pre-Assessment of Changes

In order to comply with the mandatory review and approval requirements as detailed below, the nature of the changes made to existing Class 2 procedures and Class 1 governance documents must be assessed by the policy coordinator. The policy coordinator must determine if changes are minor or substantial in nature as per the Governance Framework Process Work Instruction.

Changes made to the company's purpose, vision and values are excluded from this process.

Changes to Class 2 governance documents other than procedures and Class 3 governance documents do not need to be assessed by the policy coordinator.

4.2. Class 1 Governance Documents

Class 1 governance documents have high relevance for the whole organization. They are issued by top management and apply to the whole company (all sectors and regions).

All Class 1 governance documents must be approved by the Board of Directors or Executive Committee.

4.2.1 Elevated Requirements

Some Class 1 governance documents are subject to elevated levels of review and approval. In such cases, approval delegation is never permitted and compliance with all the requirements below is mandatory:

Policy

Required Approvals

Description of Changes

Oversight

Executive

Board of

Committee

Committee

Corporate

Review

Directors

Levels of Authority (LOA) Policy:

(i)

Any changes to Corporate and/or Board of

Governance,

Directors' approval requirements and/or

Ethics and

delegation rights in relation thereto;

Sustainability

(ii)

Any addition or removal of any LOA Policy

Yes

Review

CFO, GC

Committee

section;

and

(iii)

Any other changes which in the opinion of

Board of

GC or CFO require Board of Directors'

Directors

approval

Governance,

Chief ESG

Ethics and

Governance Framework Policy:

Sustainability

and

(i)

Any changes to Board of Directors'

Yes

Review

Committee

Integrity

approval requirements

and

Officer

Board of

Directors

Users must always verify that they use the most current version available on the Governance Documents section of the intranet.

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SNC-Lavalin Policy - GOVERNANCE FRAMEWORK

Policy

Required Approvals

Description of Changes

Oversight

Executive

Board of

Committee

Committee

Corporate

Review

Directors

Governance,

Ethics and

Substantial changes to the Diversity and

Sustainability

Inclusion on the Board of Directors and in

Yes

Review

EVP HR

Committee

Senior Management Positions Policy

and

Board of

Directors

Audit and Risk

Substantial changes to the Disclosure & Insider

Committee

Yes

Review

CFO, GC

and

Trading Policy

Board of

Directors

Any changes other than those indicated in the table above (including minor changes) are subject to the requirements indicated in Section 4.2.3 (below).

4.2.2 Commitments and Statements

All commitments and statements must be issued with the CEO's signature and therefore require his approval.

Their review and approval must also comply with the following requirements:

				Policy
	Description of Changes			Oversight			Executive			Board of
			Committee			Committee			Directors
				Review
	Minor changes that are not part of a yearly		No		Not required		Not required
	renewal
	Annual renewals without any changes but the		No		Approval		Not required
	date
	Changes to commitments and statements for
	which Board of Directors' approval is required		Yes		Review		Approval
	by law
	Substantial changes to existing or new		Yes		Review		Approval
	commitments and statements

4.2.3 Other Class 1 Governance Documents

Except for the company's purpose, vision and values, all changes made to existing Class 1 governance documents must be assessed by the policy coordinator.

Users must always verify that they use the most current version available on the Governance Documents section of the intranet.

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SNC-Lavalin

Policy - GOVERNANCE FRAMEWORK

When changes made to the documents in the table below are deemed substantial by the policy coordinator and when new policies are necessary, the following requirements must be respected:

				Policy
	Governance Documents			Oversight			Executive			Board of
			Committee			Committee			Directors
				Review
	Purpose, Vision and Values		No		Review		Approval
	Code of Conduct		Yes		Review		Approval
	Supplier Code of Conduct and Counterparty		Yes		Approval		Not required
	Code of Conduct
	Policies (except for elevated requirements as		Yes		Approval		Not required
	per Section 4.2.1)

When changes made to the documents in the table above are deemed minor by the policy coordinator, they can proceed without any further review or approval.

4.3. Class 2 Governance Documents

Class 2 governance documents are issued by corporate functions and apply to the whole company (all sectors and regions).

All Class 2 governance documents must be approved within the issuing corporate functions.

When changes made to the documents in the table below are deemed substantial (by the policy coordinator for procedures and by the policy custodian for the rest) and when new Class 2 governance documents are necessary, the following requirements must be respected:

Governance Documents	Policy Oversight	Approval
	Committee Review
Procedures	Yes	governance owner
Work instructions and guidelines	No	governance owner
Workflows, manuals, templates, forms and	No	policy custodian
checklists

When changes made to the documents in the table above are deemed minor, they can proceed without any further review or approval.

4.4. Class 3 Governance Documents

Class 3 governance documents are issued by sectors and regions and applicable only to such sectors and regions.

Governance leads are responsible for reviewing and issuing Class 3 governance documents under their scope of responsibility while ensuring that these Class 3 documents always comply with Class 1 and Class 2 documents as per Section 5 (below).

Some corporate functions may require that they review or approve Class 3 governance documents that relate to their scope of responsibility. In such cases, they must indicate this requirement in their policies and procedures.

Users must always verify that they use the most current version available on the Governance Documents section of the intranet.

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SNC-Lavalin

Policy - GOVERNANCE FRAMEWORK

4.5. Proof of Review and Approval

The issuing party must keep all proofs of review and approval of governance documents under their scope of responsibility as per the Records Management Procedure. These proofs must also be provided when issuing some governance documents as per the Governance Framework Process Work Instruction.

4.6. Review and Approval Validity

The time limit between the review of Class1 and Class 2 governance documents, their approval and their publication is indicated in the Governance Framework Process Work Instruction.

5. Governance Documents Consistency

The issuing party must ensure that all governance documents under their scope of responsibility are consistent and comply with governance documents at a higher level in the hierarchy. In the event of a conflict or inconsistency between governance documents, the provisions of the document with the highest classification level always take precedence.

6. Governance Documents Standards

All personnel must comply with the Governance Framework Process Work Instruction when drafting, issuing or otherwise handling governance documents.

7. Mandatory Revision of Governance Documents

Governance owners and governance leads must ensure that the governance documents under their scope of responsibility are up to date by reviewing them and drafting new documents as required.

Policies must be reviewed at least every three (3) years. Class 2 procedures must be reviewed at least every two (2) years. Both can be reviewed more often as needed.

Policies and Class 2 procedures can be reviewed once without making any modifications and seeking no new approval. However, approval requirements indicated for substantial changes as per Section 4 (above) must be respected at least for every second revision when no modifications are made.

Mandatory reviews must be documented as per the Governance Framework Process Work Instruction.

8. Governance Documents Publishing

8.1. General Principles

All Class 1 and Class 2 governance documents must be published on the Capability Hub.

When it is not possible to make a specific Class 1 or Class 2 governance document accessible to all employees, a formal deviation request must be filed in order to approve and document its location as per the Exceptions and Deviations section below.

Class 1 and Class 2 governance documents must be reviewed and approved (as per Section 4 above) and published on the Capability Hub before using, sharing or enforcing them. When governance documents need to be published elsewhere (infozone, website) or shared with personnel or third parties (clients, bid, etc.), they must be published on the Capability Hub first.

8.2. Effective Date

Governance documents become effective and enforceable on the date of their publication.

Users must always verify that they use the most current version available on the Governance Documents section of the intranet.

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