Corporate governance

1. Board of Directors’ Mandate
2. Audit Committee Charter
3. Charter of the Governance, Compensation and Nominating Committee
4. Code of Conduct for Directors
5. Code of Conduct for Employees
6. Insider Trading

Glossery of Terms

• 1.4 (1) - A member of an audit committee is independent if the member has no direct or indirect material relationship with the issuer.
• 1.4 (2) - For the purposes of subsection (1), a material relationship means a relationship which could, in the view of the issuer’s board of directors, reasonably interfere with the exercise of a member’s independent judgment.
• 1.4 (3) - Despite subsection (2), the following individuals are considered to have a material relationship with an issuer:
  1. an individual who is, or has been, an employee or executive officer of the issuer, unless the prescribed period has elapsed since the end of the service or employment;
  2. an individual whose immediate family member is, or has been, an executive officer of the issuer, unless the prescribed period has elapsed since the end of the service or employment;
  3. an individual who is, or has been, an affiliated entity of, a partner of, or employed by, a current or former internal or external auditor of the issuer, unless the prescribed period has elapsed since the person’s relationship with the internal or external auditor, or the auditing relationship, has ended;
  4. an individual whose immediate family member is, or has been, an affiliated entity of, a partner of, or employed in a professional capacity by, a current or former internal or external auditor of the issuer, unless the prescribed period has elapsed since the person’s relationship with the internal or external auditor, or the auditing relationship, has ended;
  5. an individual who is, or has been, or whose immediate family member is or has been, an executive officer of an entity if any of the issuer’s current executive officers serve on the entity’s compensation committee, unless the prescribed period has elapsed since the end of the service or employment;
  6. an individual who
     1. has a relationship with the issuer pursuant to which the individual may accept, directly or indirectly, any consulting, advisory or other compensatory fee from the issuer or any subsidiary entity of the issuer, other than as remuneration for acting in his or her capacity as a member of the board of directors or any board committee, or as a part-time chair or vice-chair of the board or any board committee; or
     2. receives, or whose immediate family member receives, more than $75,000 per year in direct compensation from the issuer, other than as remuneration for acting in his or her capacity as a member of the board of directors or any board committee, or as a part-time chair or vice-chair of the board or any board committee, unless the prescribed period has elapsed since he or she ceased to receive more than $75,000 per year in such compensation.
        
        
  7. an individual who is an affiliated entity of the issuer or any of its subsidiary entities.
• 1.4 (4)
  For the purposes of subsection (3), the prescribed period is the shorter of
  1. the period commencing on March 30, 2004 and ending immediately prior to the determination required by subsection (3); and
  2. the three year period ending immediately prior to the determination required by subsection (3).
• 1.4 (5)
  For the purposes of clauses (3)(c) and (3)(d), a partner does not include a fixed income partner whose interest in the internal or external auditor is limited to the receipt of fixed amounts of compensation (including deferred compensation) for prior service with an internal or external auditor if the compensation is not contingent in any way on continued service.
• 1.4 (6)
  For the purposes of clause (3)(f), compensatory fees and direct compensation do not include the receipt of fixed amounts of compensation under a retirement plan (including deferred compensation) for prior service with the issuer if the compensation is not contingent in any way on continued service.
• 1.4 (7)
  For the purposes of subclause (3)(f)(i), the indirect acceptance by a person of any consulting, advisory or other compensatory fee includes acceptance of a fee by
  1. a person’s spouse, minor child or stepchild, or a child or stepchild who shares the person’s home; or
  2. an entity in which such person is a partner, member, an officer such as a managing director occupying a comparable position or executive officer, or occupies a similar position (except limited partners, non-managing members and those occupying similar positions who, in each case, have no active role in providing services to the entity) and which provides accounting, consulting, legal, investment banking or financial advisory services to the issuer or any subsidiary entity of the issuer.
• 1.4 (8)
  Despite subsection (3), a person will not be considered to have a material relationship with the issuer solely because he or she
  1. has previously acted as an interim chief executive officer of the issuer, or
  2. acts, or has previously acted, as a chair or vice-chair of the board of directors or any board committee, other than on a full-time basis.

• 1.4 (1)
  A member of an audit committee is independent if the member has no direct or indirect material relationship with the issuer.
• 1.4 (2)
  For the purposes of subsection (1), a material relationship means a relationship which could, in the view of the issuer’s board of directors, reasonably interfere with the exercise of a member’s independent judgment.
• 1.4 (3)
  Despite subsection (2), the following individuals are considered to have a material relationship with an issuer:
  1. an individual who is, or has been, an employee or executive officer of the issuer, unless the prescribed period has elapsed since the end of the service or employment;
  2. an individual whose immediate family member is, or has been, an executive officer of the issuer, unless the prescribed period has elapsed since the end of the service or employment;
  3. an individual who is, or has been, an affiliated entity of, a partner of, or employed by, a current or former internal or external auditor of the issuer, unless the prescribed period has elapsed since the person’s relationship with the internal or external auditor, or the auditing relationship, has ended;
  4. an individual whose immediate family member is, or has been, an affiliated entity of, a partner of, or employed in a professional capacity by, a current or former internal or external auditor of the issuer, unless the prescribed period has elapsed since the person’s relationship with the internal or external auditor, or the auditing relationship, has ended;
  5. an individual who is, or has been, or whose immediate family member is or has been, an executive officer of an entity if any of the issuer’s current executive officers serve on the entity’s compensation committee, unless the prescribed period has elapsed since the end of the service or employment;
  6. an individual who receives, or whose immediate family member receives, more than $75,000 per year in direct compensation from the issuer, other than as remuneration for acting in his or her capacity as a member of the board of directors or any board committee, or as a part-time chair or vice-chair of the board or any board committee, unless the prescribed period has elapsed since he or she ceased to receive more than $75,000 per year in such compensation.
• 1.4(4)
  For the purposes of subsection (3), the prescribed period is the shorter of
  1. the period commencing on March 30, 2004 and ending immediately prior to the determination required by subsection (3); and
  2. the three year period ending immediately prior to the determination required by subsection (3).
• 1.4 (5)
  For the purposes of clauses (3)(c) and (3)(d), a partner does not include a fixed income partner whose interest in the internal or external auditor is limited to the receipt of fixed amounts of compensation (including deferred compensation) for prior service with an internal or external auditor if the compensation is not contingent in any way on continued service.
• 1.4 (6)
  For the purposes of clause (3)(f), compensatory fees and direct compensation do not include the receipt of fixed amounts of compensation under a retirement plan (including deferred compensation) for prior service with the issuer if the compensation is not contingent in any way on continued service.
• 1.4 (7)
  For the purposes of subclause (3)(f)(i), the indirect acceptance by a person of any consulting, advisory or other compensatory fee includes acceptance of a fee by
  1. a person’s spouse, minor child or stepchild, or a child or stepchild who shares the person’s home; or
  2. an entity in which such person is a partner, member, an officer such as a managing director occupying a comparable position or executive officer, or occupies a similar position (except limited partners, non-managing members and those occupying similar positions who, in each case, have no active role in providing services to the entity) and which provides accounting, consulting, legal, investment banking or financial advisory services to the issuer or any subsidiary entity of the issuer.
• 1.4 (8)
  Despite subsection (3), a person will not be considered to have a material relationship with the issuer solely because he or she
  1. has previously acted as an interim chief executive officer of the issuer, or
  2. acts, or has previously acted, as a chair or vice-chair of the board of directors or any board committee, other than on a full-time basis.