Statement of Corporate Governance Practices

The Board endorses the principle that our corporate governance practices are a fundamental part of our proper functioning as a corporation. The Board believes that these Practices enhance the interests of our securityholders, employees, customers and of others dealing with us. These Practices conform in all substantial aspects with applicable corporate governance guidelines and standards.





The Board has explicitly assumed responsibility for stewardship of our business and affairs. The Board acts directly or through its committees. The Board reviews and approves at least annually a strategic plan for each of our operating entities and has adopted a strategic planning process. The Board is responsible for identifying the main risks of our businesses and overseeing systems to manage these risks.

The Board oversees and reviews (and if applicable formally approves):

• management’s strategic and operating plans and capital and operating budgets;

• our and management’s performance against these plans and budgets;

• principal risks and the adequacy of systems and procedures to manage those risks;

• management development and succession planning including appointment of senior management, and compensation and major benefit policies;

• acquiring and divesting of business operations, strategic investments and alliances, major business development initiatives and unbudgeted expenditures over $5 million;

• our communications policies for interaction with analysts, investors, other stakeholders and the public, and compliance with continuous disclosure obligations;

• development of our corporate governance principles and approach including approval of our Corporate Governance Practices;

• monitoring compliance with the Directors and Officers Code of Conduct and Ethics; and

• integrity of our accounting and financial reporting systems, disclosure controls and procedures, 1internal controls and management information systems.

Directors and Officers Code of Conduct and Ethics

The Board has adopted a Directors and Officers Code of Conduct and Ethics (the Code of Conduct and Ethics or the Code) for the following purposes:

• to endorse and promote our commitment to honest and ethical conduct, including fair dealing and ethical handling of conflicts of interest;

• to promote accurate and timely disclosure and regulatory compliance; and

• to ensure the protection of our business interests, assets and confidential information.


The Code requires our Directors and officers:

• to act with integrity in an honest and candid manner;

• to adhere to a high standard of business ethics; and

• to disclose any material transaction or relationship that could reasonably be expected to give rise to a conflict of interest, among other requirements.