As a publicly listed company on the Toronto Stock Exchange (TSX) and the New York Stock Exchange (NYSE), we must meet a variety of corporate governance guidelines and requirements in Canada and the United States.

We comply with 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 with the Securities and Exchange Commission (SEC) in the US.

We also comply with many of the NYSE corporate governance standards that apply to US issuers:

• the majority of our board is independent under the NYSE standards
• non-management directors meet separately from management at regularly scheduled meetings
• the audit committee has a written mandate and its committee members are independent under the SEC and NYSE requirements
• the audit committee conducts a self-assessment survey to track its activities to its mandate
• we have an internal audit department that provides management and the audit committee with ongoing assessments of our internal controls
• the human resources and compensation committee has a written mandate and its members are independent under the NYSE standards
• we have an enterprise risk management group that provides the nominating, corporate governance and risk committee with ongoing assessments of corporate risk management
• we have a code of conduct and ethics that applies to directors, officers and employees.

There is only one major difference between our corporate governance practices and what is required of US issuers under the NYSE standards. The NYSE 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. The TSX rules only require shareholders to approve equity compensation plans that involve newly issued securities.

The TSX rules also require shareholder approval for any amendments to equity compensation plans that involve:

• lowering the exercise price or extending the term of options held by insiders
• increasing the fixed maximum number of securities that can be issued under the plan
• revising the procedures for amending the plan, or
• making an amendment that requires shareholder approval under the plan.

Under the terms of our stock option plan, certain other changes also require shareholder approval.