Position Descriptions

Chairman of the Board

General

This position description describes the appointment, role and responsibilities of the Chairman (the "Chairman") of the board of directors (the "Board") of Colliers International Group Inc. ("Colliers"). It should be read together with the mandates of the Board and its committees, and with the descriptions for any other Colliers positions, in each case, as implemented or amended from time to time. A "Director" means any member of the Board.

Appointment of the Chairman

The Board shall appoint the Chairman from among the Directors at the first meeting of the Board following the annual meeting of shareholders each year, to continue in office until the next such meeting. If no successor is appointed at the end of such term, the then current Chairman shall continue to be the Chairman, provided that if such position is then vacant, the Vice Chairman of the Board (or if such position is vacant, then the Chairman of the Audit & Risk Committee) shall serve as the interim Chairman until a successor is appointed by the Board.
In the event the Chairman is not independent, the independent Directors shall appoint an independent Vice Chairman to carry out the responsibilities set out in the Position Description of the Vice Chairman.

Responsibilities of the Chairman

Board Leadership

The Chairman will provide leadership to Directors in discharging their mandate, including by:

(a) leading, managing and organizing the Board in fulfilling its duties and responsibilities as a Board in an effective manner independently of management and consistent with the approach to corporate governance adopted by the Board from time to time;
(b) promoting cohesiveness among the Directors; and
(c) being satisfied that the responsibilities of the Board and its committees are well understood by the Directors.

Relationship with Chief Executive Officer

In the event that the same individual is not the Chairman and the Chief Executive Officer, the Chairman shall provide advice, counsel and mentorship to the Chief Executive Officer of Colliers and, in consultation with the Chief Executive Officer and Vice Chairman of the Board, ensure that there is an effective relationship between management personnel and the members of the Board. The Chairman and the Chief Executive Officer are to be in regular communication during the course of the year including with respect to Colliers' business and the responsibilities of the Board.


Information Flow

The Chairman shall promote the delivery of information to the Directors on a timely basis to keep the Directors fully apprised of all matters which are material to Directors at all times.
The Chairman shall be satisfied that the information requested by any Director is provided and meets the needs of that Director.

Meetings of the Board

In connection with meetings of the Directors, the Chairman shall be responsible for the following (in consultation with the Vice Chairman of the Board and/or the Chairman of the Nominating & Corporate Governance Committee, as appropriate):

(a) scheduling meetings of the Directors;
(b) coordinating with the chairs of the committees of the Directors to schedule meetings of the committees;
(c) ensuring that all business required to come before the Board is brought before the Board such that the Board is able to carry out all of its duties to manage or supervise the management of the business and affairs of Colliers;
(d) setting the agenda for meetings of the Board;
(e) arranging for an appropriate information package to be provided on a timely basis to each Director in advance of a Board meeting and monitoring the adequacy of materials provided to the Directors by management in connection with the Directors' deliberations;
(f) ensuring that the Directors have sufficient time to review the materials provided to them and to fully discuss the business that comes before the Board;
(g) chairing meetings of the Directors;
(h) encouraging free and open discussion at meetings of the Board;
(i) providing appropriate guidance to individual Board members in discharging their duties;
(j) ensuring newly appointed Directors receive an appropriate orientation and education program;
(k) providing arrangements for members of the Board to communicate with the Chairman formally and informally concerning matters of interest to Board members;
(l) monitoring the work of the committees of the Board and, in that connection, the Chairman may attend, as a non-voting participant, all meetings of Board committees (other than those on which he or she otherwise sits); provided that, if the Chairman is not independent, he or she must be absent for portions of meetings where all committee members are required to be independent;
(m) ensuring the Board has the opportunity, at each regularly scheduled meeting, to meet separately without non-independent directors and management personnel present; and
(n) in conjunction with the relevant Committee of the Board (and its Chair), review and assess the Directors’ meeting attendance records and the effectiveness and performance of the Board, its Committees (and their Chairs) and individual Directors.

Meetings of Shareholders

The Chairman shall chair meetings of Colliers' shareholders and shall ensure that all business that is required to be brought before a meeting of shareholders is brought before such meeting.

Other Responsibilities

The Chairman shall perform such other functions (a) as may be ancillary to the duties and responsibilities described above; and (b) as may be delegated to the Chairman by the Board from time to time.

This position description is subject to the Business Corporations Act (Ontario), the Securities Act (Ontario) (and any other relevant securities laws and stock exchange rules) and to Colliers' articles and by-laws, all as amended or replaced from time to time.

June 17, 2015

 


 

Vice Chairman

General

This position description describes the appointment, role and responsibilities of the Vice Chairman (the "Vice Chairman") of the board of directors (the "Board") of Colliers International Group Inc. ("Colliers"). It should be read together with the mandates of the Board and its committees, and with the descriptions for any other Colliers positions, in each case, as implemented or amended from time to time. A "Director" means any member of the Board.

Appointment of Vice Chairman

In the event the Chairman of the Board is not independent (as described in the immediately following paragraph), the independent Directors shall appoint an independent Vice Chairman, to carry out the responsibilities set out below, at the first meeting of the Board following the annual meeting of shareholders each year, to continue in office until the next such meeting. If no successor is appointed at the end of such term, the then current Vice Chairman shall continue to be the Vice Chairman, provided that if such position is then vacant, the Chairman of the Audit & Risk Committee (or if such position is vacant, then the Chairman of the Nominating & Corporate Governance Committee) shall serve as the interim Vice Chairman until a successor is appointed by the independent Directors.

The Vice Chairman shall have no direct or indirect material relationship with Colliers, be independent (as such terms are defined in National Instrument 52-110 – Audit Committees of the Canadian Securities Administrators) and free from any interest and any business or other relationship that could, or could reasonably be perceived to, materially interfere with his or her ability to exercise independent judgement.

Responsibilities of the Vice Chairman


The Vice Chairman will facilitate the functioning of the Board independently of management of Colliers and provide independent leadership to the Board. The Vice Chairman shall have the following responsibilities:

  • provide leadership to ensure that the Board functions independently of management of Colliers and other non-independent directors;
  • in the absence of the Chairman, act as chair of meetings of the Board;
  • review with the Chairman and Chief Executive Officer of Colliers items of importance for consideration by the Board;
  • as may be required from time to time, consult and meet with any or all of the independent Directors, at the discretion of either party and with or without the attendance of the Chairman, and represent such Directors in discussions with management of Colliers on corporate governance issues and other matters;
  • recommend, where necessary, the holding of special meetings of the Board;
  • promote best practices and high standards of corporate governance;
  • assist in the process of conducting Director evaluations; and
  • perform such other duties and responsibilities as may be determined by the Board from time to time.

This position description is subject to the Business Corporations Act (Ontario), the Securities Act (Ontario) (and any other relevant securities laws and stock exchange rules) and to Colliers's articles and by-laws, all as amended or replaced from time to time.

June 17, 2015