Governance

Statement of Corporate Governance Practices

The Corporation and the Board recognize the importance of corporate governance in the effective management of the Corporation and in the protection of its employees and shareholders. The Corporation's approach to significant issues of corporate governance is designed with a view to ensuring that the business and affairs of the Corporation are effectively managed so as to enhance shareholder value.

Under the rules of the TSX, the Corporation is required to disclose information relating to its systems of corporate governance with reference to 14 guidelines adopted by the TSX as set out in Section 474 of the TSX Company Manual (the “TSX Guidelines”). The TSX guidelines address matters such as the constitution and independence of corporate boards; the functions to be performed by boards and their committees; and the effectiveness and evaluation of board members. To maintain high standards of corporate governance in a rapidly changing environment, the Corporation's governance system is subject to ongoing review and assessment and has been benchmarked relative to the TSX Guidelines and other applicable corporate governance guidelines. This is carried out by the Corporate Governance and Nominating Committee, which consists of a majority of unrelated directors. The Board and management endorse the need to establish forward-looking governance policies and to continuously evaluate and modify them to ensure their effectiveness.

Extensive regulatory changes in respect of corporate governance procedures have been adopted or proposed by Canadian Securities Administrators (“CSA”), such as Multilateral Instrument 52-110 Audit Committee and Multilateral Policy 58-201 Effective Corporate Governance, which will replace the TSX Guidelines. The Corporate Governance and Nominating Committee and the Board of Directors have promptly reacted to these new regulatory developments and the Board, the Audit Committee, the Compensation Committee and the Corporate Governance and Nominating Committee have adopted charters, a Code of Business Conduct and Ethics and other policies which are compliant with the new CSA rules and, in addition, enhance the Corporation’s corporate governance practices.