Governance Overview

The Canada Business Corporations Act mandates that the Board of Directors be responsible for managing the business and affairs of the company. The Board is therefore responsible for the company’s compliance with the laws, rules and regulations of every jurisdiction in which the company has business interests. The Board delegates this responsibility to senior management and employees.

In order to comply with the law, good corporate governance practices require that appropriate policies for compliance with the law be enacted by senior management, communicated to employees of the company, regularly monitored and effectively enforced throughout the organization.

The company has adopted the Toronto Stock Exchange definition for corporate governance as follows:

“Corporate governance” means the process and structure used to direct and manage the business affairs of the corporation with the objective of enhancing shareholder value, which includes ensuring the financial viability of the business. The process and structure define the division of power and establish mechanisms for achieving accountability among shareholders, the Board of Directors and management. The direction and management of the business should take into account the impact on other stakeholders such as employees, customers, suppliers and communities.

The Board of Directors has put in place certain processes to ensure effective management of the company and has ultimate authority to terminate employees for failing to adhere to these standards.

Responsibilities of Employees and Management

All employees of the company must regularly review the corporate policies and ensure that their business activities are in compliance. Managers and supervisors are responsible for ensuring that their direct reports understand the corporate policies and their application, developing processes and procedures to enforce these policies in their day-to-day activities, establishing effective monitoring mechanisms and audit compliance, and invoking disciplinary measures as required.

Responsibilities and Organization of Board of Directors

On behalf of the corporation’s shareholders, the Board of Directors is responsible for the overall stewardship of the corporation, establishing the overall policies and standards for the corporation and reviewing the corporation’s strategic plans. It also monitors and assesses performance and progress in meeting the long- and short-term goals of the corporation.

With respect to defining limits to management’s authority, the Board has established General Authority Guidelines that place limits on management’s authority depending on the nature and size of a proposed transaction. These limits allow for some flexibility within approved budgets but otherwise must not be exceeded without Board approval

Committees of the Board of Directors

There are three standing committees, Audit and Risk, Human Resources and Governance, Safety and Sustainability, composed entirely of independent directors.

The Board has delegated certain responsibilities to each of these committees and has instructed each of them to perform certain advisory functions, to make recommendations and to report to the Board. Committee members are appointed annually, following the Annual Meeting of Shareholders, on the recommendation of the Governance, Safety and Sustainability Committee.