Corporate Governance Practice


The Corporation discloses its corporate governance practices pursuant to the disclosure requirements in National Instrument 58-101, Disclosure of Corporate Governance Practices (the "Governance Disclosure Rule") that apply to issuers listed on the TSX. The Corporation's statement of corporate governance practices is made with reference to National Policy 58-201, Corporate Governance Guidelines and NI 58-101 (the "Governance Guidelines"). The Governance Disclosure Rule and the Governance Guidelines are initiatives of the Canadian Securities Administrators ("CSA").

The Governance Guidelines deal with matters such as the constitution and independence of corporate boards, their functions, the effectiveness and education of board members and other items dealing with sound corporate governance practices. The Governance Disclosure Rule requires that, if management of an issuer solicits proxies from its Shareholders for the purpose of electing directors, specified disclosure of its corporate governance practices must be included in its management information circular.

The Board recognizes the importance of corporate governance to the effective management of the Corporation and to 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. The Board fulfills its mandate directly and through its committees at regularly scheduled meetings or as required. Frequency of meetings may be increased and the nature of the agenda items may be changed depending upon the state of the Corporation's affairs and in light of opportunities or risks which may arise.

The Corporation's corporate governance practices have been, and continue to be, in compliance with applicable Canadian requirements. The Corporation continues to monitor developments in Canada with a view to further revising its governance policies and practices, as appropriate.

Attached as Appendix 1 to this Circular is a description of the Corporation's corporate governance practices which has been prepared by the Corporate Governance and Nominating Committee and approved by the Board.

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