1. The Corporation adopts the Toronto Stock Exchange definition for corporate governance, which reads as follows:

   “Corporate governance” means the process and structure used to direct and manage the business and 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 established 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.”

2. The Corporate Governance Committee is a sub-committee of the Board.

3. The Committee will consist of at least three Directors, all whom are independent. The members’ terms of appointment should coincide with the terms of appointment of other Board Committees and provide for continuity of membership while, at the same time, allowing fresh perspectives to be added.

4. The Committee will meet at least once a year or more often at the request of any member of the Committee.

5. The full Board will be kept informed of the Committee’s activities by a report following each Committee meeting.

6. Responsibilities of the Committee include the following:
   • annually review a letter from management regarding compliance with laws and regulations in each of the jurisdictions in which it operates.
   • review the Corporation's code of conduct and compliance therewith.
   • monitor developments and changes in the law relating to the responsibilities and liabilities of Directors.
   • monitor and review the extent to which the Board is meeting its obligations.
   • annually, the Committee will review the Corporation’s policies relating to compliance with applicable environmental laws, regulations and policies.
   • ensure qualifications of Directors required by the Corporation or the Board are maintained.
   • assess the performance of Directors and of the Board as a whole.
   • review the mandates of the various Board committees and recommend changes.
   • develop the Corporation’s approach to governance issues.
   • define and recommend to the Board the role of the Board and the general division of duties between the Board and the Chief Executive Officer, and in conjunction with the Compensation Committee define the Chief Executive Officer’s responsibilities.
   • recommend the size of the Board and the size of its committees.
   • review and recommend changes to corporate governance practices within the Corporation and ensure that the Corporation is at the leading edge of the very best of corporate governance policies and practices, and monitor compliance with those policies and practices.
   • develop and recommend, where appropriate, policies, programs and initiatives to ensure that the Corporation carries on business in a socially responsible way in the best interests of its shareholders, employees, and the communities and countries in which it operates.

7. The Committee has oversight responsibility for the implementation of and compliance with the Corporation’s stated core values, the ethical and social conduct of the Corporation world-wide, and corporate policies on the protection and enhancement of the environment, health and safety of employees, employment equity, community relations, and other policies dealing with similar matters, the responsibility to receive and consider any significant concerns of individual Directors, to bring to the attention of the Board, or any other Board committee, matters which should be considered by the Board or such committee, review the role of the Board, its committees and the methods and processes by which the Board fulfils its duties and responsibilities, annually to review the laws, rules, policies and regulations of applicable securities commissions, stock exchanges and others to ensure that the Corporation, its Directors and officers are in full compliance with those rules, policies and regulations.

8. The Committee recommends to the Board nominees for election as Directors and membership on Board committees.

9. The Committee is responsible for the composition of the Board and for developing the Corporation’s approach to:
   • governance issues;
   • overseeing corporate governance issues as they apply to the Corporation, including the preparation of an annual evaluation of the overall performance of the Board, orientation and education of Board members, and monitoring the working relationship between the Board and management of the Corporation;
   • reviewing the composition of the Board annually, including the appropriate skills and characteristics required of Board members, in the context of the current makeup of the Board;
   • providing resumes for each of the members of the Board and senior management;
   • reviewing each Director’s continuation on the Board every five years in consultation with the Chief Executive Officer and the Chairman of the Board;
   • ensuring that new Board members receive an orientation and are provided with reports relating to the Corporation’s business, including among other things, historical information about the Corporation and its performance, a copy of the current strategic plan for the Corporation and each of its businesses, summaries of recent Board meetings and its committees, and a Director’s information manual; and
   • ensuring that Directors have the opportunity to visit plant sites, in conjunction with Board meetings or otherwise, to give the Directors additional insight into the Corporation’s business.

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