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(presented by the Corporate Governance and Nominating Committee)
The Corporation, as a Tier 1 issuer listed on the Exchange, is not required to, but chooses to disclose its corporate governance practices using the disclosure requirements in National Instrument 58-101, Disclosure of Corporate Governance Practices ("NI 58-101") that apply to issuers listed on the Toronto Stock Exchange ("TSX"). The Corporation's statement of corporate governance practices is made with reference to National Policy 58-201, Corporate Governance Guidelines and NI 58-101 (hereinafter collectively the "Governance Guidelines") which are initiatives of the Canadian Securities Administrators ("CSA") and which are effective for financial years ended after June 30, 2005. The corporate governance practices of the Corporation also conform to the TSX corporate governance guidelines, which have essentially been supplanted by the recent initiatives of the CSA.
The Corporation's Corporate Governance/Nominating Committee has closely monitored the various changes and proposed changes in the regulatory environment and, where applicable, amended its governance practices to align with these changes that are currently in effect. The Corporation's approach to corporate governance is set forth below.
In accordance with the Governance Guidelines, the Corporation has chosen to disclose its system of corporate Governance. Exhibit I sets forth the steps taken by the Corporation in order to comply with the Governance Guidelines and its system of corporate governance now in force. Further disclosure required by National Instrument 52-110 - Audit Committees ("NI 52-110") relating to the Corporation's Audit Committee, including the Audit Committee Charter, the Composition of the Audit Committee, Relevant Education and Experience of Audit Committee members and External Auditor Service Fees, are disclosed in Exhibit II.
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Exhibit I
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Exhibit II
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