The Governance, Nominating and Corporate Matters Committee of the Board maintains an overview of the desired size of the Board, the need for recruitment and the expected skill-set of new candidates. The Governance, Nominating and Corporate Matters Committee reviews and recommends to the Board candidates for nomination as directors of the Corporation. The Board approves the final choice of the candidates that are to be elected as directors of the Corporation by its shareholders.

Board members must have an appropriate mix of skills, knowledge and experience in business and an understanding of the industry and the geographical areas in which the Corporation operates. Directors selected should be able to commit the requisite time for all of the Board's business.

Chairman

A Chairman of the Board shall be appointed by the Board. If the President and Chief Executive Officer of the Corporation is also the Chairman of the Board, a Lead Director shall be appointed among the Board's independent directors.

Independence

A majority of the Board shall be composed of directors who must be determined to have no material relationship with the Corporation and who, in the reasonable opinion of the Board, must be unrelated and independent under the laws, regulations and listing requirements to which the Corporation is subject.

Criteria for Board Membership

Board members are expected to possess the following characteristics and traits:

1. demonstrate high ethical standards and integrity in their personal and professional dealings;
2. act honestly and in good faith with a view to the best interest of the Corporation;
3. devote sufficient time to the affairs of the Corporation and exercise care, diligence and skill in fulfilling their responsibilities both as Board members and as a Committee members;
4. provide independent judgment on a broad range of issues;
5. understand and challenge the key business plans and the strategic direction of the Corporation;
6. raise questions and issues to facilitate active and effective participation in the deliberation of the Board and of each Committee;
7. make all reasonable efforts to attend all Board and Committee meetings;
8. review the materials provided by management in advance of the Board and Committee meetings.

Retirement Age for Directors

The policy of the Board is that no person shall be appointed or elected as a director if the person exceeds 75 years of age. The policy allows for an exception where the Board determines it is in the interest of the Corporation to request a director to extend his/her term beyond the regular retirement age, provided however that such extension is requested in one-year increments.

1. discussing and developing the Corporation's approach to corporate governance, with the involvement of the Governance, Nominating and Corporate Matters Committee;
2. declaring and approving dividends paid by the Corporation;
3. reviewing and approving management's strategic and business plans on an annual basis, including developing an in-depth knowledge of the business being served, understanding and questioning the plans' assumptions, and reaching an independent judgment as to the probability that the plans can be realized;
4. monitoring corporate performance against the strategic business plans, including overseeing operating results on a regular basis to evaluate whether the business is being properly managed;
5. appointing the Corporation's Chief Executive Officer, ensuring a succession plan is in place and developing his or her position description with the recommendation of the Governance, Nominating and Corporate Matters Committee;
6. reviewing, through the Human Resources and Compensation Committee, the compensation of the Chief Executive Officer;
7. identifying the principal risks of the Corporation's businesses and ensuring the implementation of appropriate systems to manage these risks;
8. ensuring that appropriate structures and procedures are in place so that the Board and its Committees can function independently of management;
9. ensuring the proper and efficient functioning of its Committees;
10. providing a source of advice and counsel to management;
11. reviewing and approving key policies developed by management;
12. reviewing, approving and as required, overseeing compliance with the Corporation's disclosure policy by directors, officers and other management personnel and employees;
13. overseeing the Corporation's disclosure controls and procedures;
14. monitoring, through the Audit, Finance and Risk Committee, the Corporation's internal controls and information systems;
15. ensuring that members of management possess the ability required for their roles, are adequately trained and monitored and that planning for their succession is ongoing;
16. ensuring that the Chief Executive Officer and the other members of management have the integrity required for their roles and the capability to promote a culture of integrity and accountability within the Corporation;
17. conducting, through the Governance, Nominating and Corporate Matters Committee, an annual assessment of the Board and the Committees and of individual members of the Board;
18. reviewing, through the Human Resources and Compensation Committee, management's succession plans;
19. selecting, upon the recommendation of the Governance, Nominating and Corporate Matters Committee, the candidates that are to be nominated as directors of the Corporation;
20. selecting a Chairman of the Board and a Lead Director, as the case may be; and
21. reviewing with the Governance, Nominating and Corporate Matters Committee that the Board as a whole, the Committees of the Board and the directors are capable of carrying out and do carry out their roles effectively.

Information and materials that are important to the Board's understanding of the agenda items and related topics will be distributed in advance of a meeting. The Corporation will deliver information on the business, operations and finances of the Corporation, to the Board on an as required basis.

On the occasion of each Board meeting, non-management directors will consider if an "in-camera" meeting, under the chairmanship of an independent director, would be appropriate. The director chairing such "in-camera" meetings will forward to the Chairman and to the President and Chief Executive Officer any questions, comments or suggestions of the directors.

1. interim and annual financial statements, provided that the Board may delegate to the Audit, Finance and Risk Committee the responsibility to review such financial statements and make its recommendations to the Board;
2. strategic plans, business plans and capital expenditure budgets;
3. raising of debt or equity capital and other major financial activities;
4. hiring, compensation and succession for the Chief Executive Officer and other senior executives;
5. major organizational restructurings, including spin-offs;
6. material acquisitions and divestitures; and
7. major corporate policies.

Directors shall disclose all actual or potential conflicts of interest and refrain from voting on matters in which the director has a conflict of interest. In addition, a director shall excuse himself or herself from any discussion or decision on any matter in which the director is precluded from voting as a result of a conflict of interest or which otherwise affects his or her personal, business or professional interests.