We are a public company and our shares trade on the Toronto Stock Exchange (TSX) and the New York Stock Exchange (NYSE), so we must meet various corporate governance guidelines and requirements in Canada and the United States.

We are subject to the corporate governance standards that apply to Canadian companies listed on the TSX, the requirements of the Sarbanes-Oxley Act of 2002 (SOx) and the NYSE corporate governance standards that apply to us as a foreign private issuer registered with the Securities and Exchange Commission (SEC) in the US. We fully comply with all applicable regulatory requirements on corporate governance.

We also voluntarily comply with most of the NYSE corporate governance standards that apply to US issuers. We typically follow the NYSE director independence standards, however in certain cases we may determine that a director who does not meet those standards is independent as long as the Canadian director independence standards are satisfied. All of our independent directors currently meet the independence criteria under the NYSE governance standards.

NYSE governance standards require shareholders to approve all equity compensation plans and any material revisions to the plans, whether or not the securities issued under the plans are newly issued or purchased on the open market, subject to a few limited exceptions. We adhere to the TSX rules, which require shareholders to approve equity compensation plans only if they involve newly issued securities. Under the TSX rules, shareholders must also approve the following:

• if the plan does not set a fixed maximum number of securities that can be issued, shareholders have to approve the plan every three years
• if the plan has an amendment procedure, shareholders only have to approve the following kinds of amendments:
  • reducing the exercise price or extending the term of options held by insiders
  • removing an insider participation limit or an amendment which results in an insider participation limit being exceeded
  • increasing the fixed maximum number of securities to be issued under the plan
  • changing the amendment procedure or when the plan requires the amendment to receive shareholder approval.

Separate chair and CEO positions

Leadership starts at the top, and we believe it is important to maintain separate chair and CEO positions.

A non-executive chair provides the board with stronger leadership, fosters more effective decision-making and avoids conflicts of interest. It also allows the board to more effectively oversee our affairs and hold management accountable for the company's activities. We have had an independent, non-executive chair of the board since 2003.

Both positions are appointed by the board.

As of March 8, 2013