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                                                                    Exhibit 15.3

                          WESTERN FOREST PRODUCTS INC.

              NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER

1.    PURPOSE

      The Board of Directors (the "Board") of Western Forest Products Inc. (the
      "Corporation") has established a Nominating and Corporate Governance
      Committee (the "Committee") for the following purposes:

      (a)   monitoring significant developments in the law and practice of
            corporate governance and the duties and responsibilities of
            directors of public corporations;

      (b)   developing and recommending to the Board the corporate governance
            principles of the Corporation and any modification or amendments
            thereto;

      (c)   recommending to the Board appropriate criteria for the selection of
            new directors and periodically reviewing such criteria and, as
            necessary, recommending changes thereto;

      (d)   making recommendations to the Board with respect to Board size and
            composition, and assisting the Board in the identification and
            selection of individuals qualified to become Board members, based on
            the criteria for selection of new directors adopted from time to
            time by the Board; and

      (e)   recommending such procedures as may be necessary to allow the Board
            to function independently of management.

      The Committee will also oversee compliance with policies established in
      respect of corporate governance.

2.    MEMBERS

      Committee members, including the Committee Chair, shall be appointed
      annually by the Board and shall consist of at least four (4) members of
      the Board who meet the independence requirements of "National Policy
      58-201 - Corporate Governance Guidelines".

3.    DUTIES

      The Committee shall have the following duties:

      (a)   Nomination, Composition and Operation of Board: Review and make
            recommendations to the Board respecting:

            (i)   The constitution of the Board including:

                  -     the size and composition of the Board (including
                        recommendations with reference to applicable rules,
                        regulations or guidelines promulgated by regulatory
                        authorities related to corporate governance);

                  -     general responsibilities and functions of the Board and
                        its members, including position descriptions for the CEO
                        and the Chair;

                  -     the organization and responsibilities of Board
                        committees and position descriptions for the Chair of
                        the Committee; and

                  -     the procedures for effective Board meetings so that the
                        Board can function independently of management and
                        without conflicts of interest;

            (ii)  The long term plan for the composition of the Board of
                  directors that takes into consideration the current strengths,
                  skills and experience on the Board and the strategic direction
                  of the Corporation. This plan will include:

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                  -     a written outline describing the desired qualifications,
                        demographics, skills and experience for potential
                        directors;

                  -     the appropriate rotation of directors on Board
                        committees;

                  -     an interview process for potential candidates for Board
                        membership; and

                  -     a list of future candidates for Board membership;

            (iii)  When required, a candidate for appointment of the office of
                   Chair of the Board;

            (iv)   As required, candidates to fill any Board and Committee
                   vacancies. In making its recommendations for nominees for
                   election as members of the Board, the Committee should
                   consider:

                  -     the competencies and skills that the Board considers to
                        be necessary for the Board, as a whole, to possess;

                  -     the competencies and skills that the Board considers
                        each existing director to possess; and

                  -     the competencies and skills each new nominee will bring
                        to the boardroom and whether the new nominee can devote
                        sufficient time to the Board and the Corporation.

            (v)    At appropriate intervals:

                  -     compensation and benefit levels for the directors of the
                        Corporation and its subsidiaries, and

                  -     compensation and benefit levels for the Chair of the
                        Board;

            (vi)   Annually, together with the Chairs of other Board Committees,
                   the scope, duties and responsibilities of those Committees
                   and when advisable, any amendments thereto, as well as the
                   establishment or disbanding of Board Committees and changes
                   to their composition, including the Chairs thereof;

            (vii)  Periodically, directors and officers third-party liability
                   insurance coverage; and

            (viii) The framework for delegating authority from the Board to
                   management.

      (b)   Governance Processes: The Committee will review, approve and report
            to the Board on:

            (i)    Corporate governance in general and regarding the Board's
                   stewardship role in the management of the Corporation;
                   including the role and responsibilities of directors and
                   appropriate policies and procedures for directors to carry
                   out their duties with due diligence and in compliance with
                   all legal and regulatory requirements;

            (ii)   The orientation process for new directors and plans for the
                   ongoing development of existing Board members;

            (iii)  The establishment of appropriate processes for the regular
                   evaluation of the effectiveness of the Board, its committees
                   and its members;

            (iv)   Annually, in conjunction with the Chair of the Board, the
                   performance of individual directors, the Board as a whole,
                   and Committees of the Board;

            (v)    Annually, the performance evaluation of the Chair of the
                   Board and the Chair of each Board Committee;

            (vi)   Together with the Chair of the Board (where appropriate),
                   address concerns of individual directors about matters that
                   are not readily or easily discussed at full Board meetings;
                   and

            (vii)  The corporate governance disclosure section in the
                   Corporation's annual report, and any other corporate
                   governance matters required by public disclosure
                   requirements.

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      (c)   Recommend for adoption an Employee Code of Conduct, oversee
            compliance with the Corporation's Employee Code of Conduct,
            authorize any waiver granted in connection with this policy, and
            confirm with management the appropriate disclosure of any such
            waiver.

      (d)   Oversee compliance with the Corporation's Communications Policy and
            the Corporation's Insider Trading Policy. Authorize any waiver
            granted in connection with such policies, and confirm with
            management the appropriate disclosure of any such waiver.

      (e)   Recommend for adoption a Code of Business Conduct and Ethics (the
            "Code"), oversee compliance with the Code and monitor compliance.
            Authorize any waiver granted in connection with this policy, and
            oversee the appropriate disclosure of any such waiver. Cause an
            investigation of any reported violations of the Code to be
            undertaken and oversee an appropriate response being taken to any
            violation of the Code.

4.    CHAIR

      The Board will in each year appoint the Chair of the Committee from among
      the members of the Committee. In the Chair's absence, or if the position
      is vacant, the Committee may select another member as Chair. The Chair
      will have the right to exercise all powers of the Committee between
      meetings but will attempt to involve all other members as appropriate
      prior to the exercise of any powers and will, in any event, advise all
      other members of any decisions made or powers exercised.

5.    MEETINGS

      The Committee will meet at the request of its Chair, but in any event will
      meet when required to consider matters referred to it by the Board.
      Notices calling meetings will be sent to all Committee members. The Chair
      of the Committee shall develop and set the Committee's agenda, in
      consultation with the other members of the Committee. Each member of the
      Committee is free to suggest the inclusion of items on the agenda. The
      agenda and information concerning the business to be conducted at each
      Committee meeting shall be distributed to the members of the Committee in
      advance of each meeting to permit meaningful review.

6.    QUORUM

      A majority of members of the Committee, present in person, by
      teleconference, or by videoconference will constitute a quorum.

7.    REMOVAL AND VACANCY

      A member may resign from the Committee, and may also be removed and
      replaced at any time by the Board, and will automatically cease to be a
      member as soon as the member ceases to be a director. The Board will fill
      vacancies in the Committee by appointment from among the directors of the
      Board in accordance with Section 2 of this Charter. Subject to quorum
      requirements, if a vacancy exists on the Committee, the remaining members
      will exercise all its powers.

8.    EXPERTS AND ADVISORS

      In order to carry out its duties, the Committee may retain or appoint, at
      the Corporation's expense, such independent counsel and other experts and
      advisors as it deems necessary. The Committee shall provide notice to the
      Chair of the Board of its actions in this regard.

9.    ACCESS

      The Committee may have access to and direct contact with any employee,
      contractor, supplier, customer or other person that is engaged in any
      business relationship with the Corporation to confirm information or to
      investigate any matter within the mandate of the Committee.

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10.   SECRETARY AND MINUTES

      The Chair of the Committee shall appoint a secretary for each meeting to
      keep minutes of such meeting. The minutes of the Committee will be in
      writing and duly entered into the books of the Corporation. The minutes of
      the Committee will be circulated to all members of the Board, redacted as
      may be determined necessary by the Chair to remove any sensitive personnel
      information not otherwise material to the Board.

11.   GENERAL

      The Committee shall review and reassess the adequacy of this Charter
      annually and recommend any proposed changes to the Board for approval.

Dated as of May 6, 2005