HUMAN RESOURCES AND COMPENSATION COMMITTEE TERMS OF REFERENCE

The Committee shall be comprised of not less than three (3) directors (the “members”) appointed under Section 9 of the Bank of Canada Act. The Chair of the Committee shall be designated by the Board from among the members. The Board may remove or replace any member at any time. A member shall hold office until the Board member resigns, is replaced or removed or ceases to be a director, whichever first occurs. The Governor, Senior Deputy Governor and Lead Director shall receive notice of, and shall be entitled to attend, meetings of the Committee, provided that the Committee may meet in camera at its discretion. The Governor and Senior Deputy Governor shall be excused from meetings during discussions of their compensation. All decisions of the Board regarding membership and Chair of this Committee, contemplated in this Section, shall be made annually by the Board having regard to the recommendation of the Corporate Governance Committee. Attendance by non-members is not ordinarily expected. All Board members will receive the meeting documentation