Board Mandate

The Board of Directors has approved and adopted a mandate, which includes, among other duties and responsibilities: to approve and monitor the strategic, business and financial plans of the Corporation; to supervise performance and succession planning of senior officers; to assess the principal risk factors relating to the business of the Corporation; and to monitor and oversee the integrity of its financial reporting and disclosure. The Board of Directors is responsible for the overall stewardship of the Corporation, and for dealing with issues which are pivotal in determining the Corporation’s strategy and direction. As part of the Board of Directors’ mandate, the board meets a minimum of four times per year. The Board of Directors has put in place an effective system for monitoring the implementation of corporate strategies. The Board of Directors is not involved in the day-to-day operations of the Corporation, as these operations are conducted by the Corporation’s management. The Board of Directors meets regularly to consider and approve the Corporation’s strategic objectives, and management plans designed to accomplish those objectives. Where appropriate, key management personnel and professional advisors are invited to attend meetings to speak to these issues. The Board of Directors also meets, as necessary, to consider specific developments and opportunities as they arise, including asset acquisitions and dispositions and financing proposals. The Board of Directors approves, among other things, all issuances of securities of the Corporation, the appointment of officers, the entering into of lines of credit or other significant borrowing activities and all significant transactions. Every Director is required to act honestly, in good faith, and in the best interests of the Corporation; and to exercise the care, diligence and skill of a reasonably prudent person. Responsibilities not delegated to senior management or to a committee of the Board of Directors remain those of the full Board of Directors.