1. Preferably, the Board will consist of at least seven Directors and not more than nine, having at least that number of unrelated or independent Directors to fairly reflect the percentage of public share ownership of its issued and outstanding capital.

2. The Board shall meet not less than four times a year or more often at the reasonable request of any Director.

3. The responsibilities of the Board are to ensure that the management of the enterprise:
   • fulfills its role against agreed strategic and operational plans and in a manner compliant with all applicable laws and regulations of the various jurisdictions within which it operates;
   • is forever cognizant of the long-term viability of the enterprise and focused on the maintenance and enhancement of shareholder value; and,
   • communicates regularly and openly with all agencies and publics (stakeholders) whether required by the regulatory process or where visibility of the Corporation is necessary to the interests of others.

4. The fulfillment of these responsibilities requires the Board to be fully involved in the development of long-term strategic plans, budgeting plans and processes, spending plans and processes, and borrowing plans and policies, and to be concerned intimately with the selection, development and evaluation of senior management and its succession planning. Further, a key requirement to the accomplishment of the above is the maintenance of the integrity of all fiduciary aspects of the enterprise.

5. The Board carries out this mandate through four Committees of the Board whose structures and responsibilities have been approved and set out in the mandates for the four committees, being the Audit and Finance Committee, the Human Resources and Compensation Committee, the Merger/Acquisition and Investment Committee, and the Corporate Governance Committee.

6. The Board reviews and reassesses the adequacy of the various Committee Mandates on an annual basis.

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