Statement of Corporate Governance Practices
The Corporation has adopted certain structures and procedures to ensure that effective corporate governance practices are followed and that the Board of Directors of the Corporation (the "Board") functions independently of management. The following provides a brief overview of the Corporation's approach to corporate governance.
Applicable Governance Requirements and Guidelines
The Corporation is subject to a number of legislative and regulatory corporate governance requirements and guidelines, including those of the Canadian Securities Administrators (the "CSA"), the New York Stock Exchange (the "NYSE") and the United States Securities and Exchange Commission. These include the Corporate Governance Listing Standards of the NYSE, the Sarbanes-Oxley Act of 2002, National Instrument 58-101 - Disclosure of Corporate Governance Practices and National Policy 58-201 - Corporate Governance Guidelines.
Since the spin-out of the Corporation as a public company on August 29, 2003, management of the Corporation and the Corporate Governance and Compensation Committee have been engaged in an ongoing review of these initiatives and have made various recommendations to the Board. The Board has continually monitored the corporate governance requirements applicable to the Corporation and has implemented the recommendations of the Corporate Governance and Compensation Committee, including the adoption of a Board Charter, an Audit Committee Charter, a Corporate Governance and Compensation Committee Charter, a Corporate Disclosure Policy, a Code of Conduct and Ethics, and a Board and Committee self-evaluation process. In addition, the Corporation has put in place policies and procedures relating to the pre-approval by the Audit Committee of all audit and permitted non-audit services by the external auditor, the hiring of former employees of the external auditor, the internal reporting by employees and outside parties of accounting and auditing concerns ("Reporting Procedures"), and the up-the-ladder reporting by attorneys working for the Corporation of potential wrongdoing by the Corporation or its directors or employees. The Corporate Governance and Compensation Committee, the Corporation's management and the Board will continue to monitor all corporate governance developments and initiatives with a view to making the necessary and appropriate changes to the Corporation's corporate governance structures and procedures as required from time to time.
Available as Quick Links on this web page are copies of the Board Charter, the Audit Committee Charter, the Corporate Governance and Compensation Committee Charter, the Corporate Disclosure Policy, the Code of Conduct and Ethics, and the Reporting Procedures. Also available are summaries of:
(a) the Corporation's compliance with the NYSE corporate governance guidelines; and
(b) the Corporation's existing corporate governance practices with specific reference to National Policy 58-201 - Corporate Governance Guidelines.
Please direct any inquiries relating to the Corporation's corporate governance policies to the Corporate Secretary.
