Citizenship

Corporate Governance Practices

The board of directors of the Corporation considers good corporate governance an important factor in the continued and long-term success of the Corporation by helping to maximize shareholder value over time. As a corporation listed on the Toronto Stock Exchange (the "TSX") the Corporation is subject to the rules and policies of the TSX relating to corporate governance (the "TSX Guidelines") which require the Corporation to disclose its corporate governance practices with reference to the TSX Guidelines. Click here to view the Corporation's corporate governance practices with reference to the TSX Guidelines.

As a foreign private issuer listed on the New York Stock Exchange (the "NYSE"), the Corporation is not required to comply with most of the NYSE standards relating to corporate governance (the "NYSE Rules") and instead may comply with domestic requirements. The Corporation is, however, required to comply with three of the NYSE Rules: (i) the Corporation must have an audit committee that satisfies the requirements of the United States Securities Exchange Act of 1934; (ii) the Corporation must provide a brief description of any significant difference between its corporate governance practices and those followed by U.S. companies under the NYSE listing standards; and (iii) the Chief Executive Officer must promptly notify the NYSE in writing after an executive officer becomes aware of any material non-compliance with the applicable NYSE Rules.

The Corporation has voluntarily chosen to adopt corporate governance practices that comply with the NYSE Rules in all significant respects and, accordingly, the Corporation believes that its corporate governance practices do not differ in any significant way from those followed by U.S. companies under NYSE listing standards.

The Corporation continues to review its corporate governance practices to ensure compliance with all of the applicable corporate governance requirements, the requirements under Canadian and United securities laws, and the requirements and policies of the TSX and the NYSE applicable to the Corporation.

Board of Directors

The board of directors of the Corporation is currently composed of twelve members, a majority of whom are unrelated directors within the meaning of the TSX Guidelines, and independent directors within the meaning of the NYSE Rules. The board has appointed a lead director who is unrelated and independent with specific responsibility for maintaining the independence of the board and ensuring that the board carries out its responsibilities contemplated by applicable statutory and regulatory requirements and stock exchange listing standards.

The board has responsibility for supervising the conduct of the Corporation's affairs and the management of its business. The board fulfulls its mandate through direct oversight, setting policy, appointing committees of the board and assigning their respective mandates, and appointing management. Click here to view the Board Mandate.


The board holds regular annual and quarterly meetings. Between the quarterly meetings, the board meets as required, generally by means of telephone conferencing facilities. The Corporation schedules regular executive sessions in which the Corporation's non-management directors meet without management participation. The board's lead director serves as the presiding director for such sessions.

Board Committees

The Corporation has an Audit Committee, Compensation and Benefits Committee, and Corporate Governance and Nominating Committee and, effective March 11, 2005, an Executive Committee.

Audit Committee

The mandate of the Audit Committee is to oversee the Corporation's financial reporting obligations, systems and disclosure, including monitoring the integrity of the Corporation's financial statements, monitoring the independence and performance of the Corporation's external auditors and acting as a liaison between the board and the Corporation's auditors. The activities of the Audit Committee typically include reviewing interim financial statements and annual financial statements, management discussion and analysis and earnings press releases before they are publicly disclosed, ensuring that internal controls over accounting and financial systems are maintained and that accurate financial information is disseminated to shareholders. Other responsibilities include reviewing the results of internal and external audits and any change in accounting procedures or policies, and evaluating the performance of the Corporation's auditors. The Audit Committee communicates directly with the Corporation's external auditors in order to discuss audit and related matters whenever appropriate. Click here to view the Audit Committee's charter.

The Audit Committee currently consists of Messrs. Korbin, Faber, Weatherall and Thygesen, each of whom are financially literate, outside unrelated directors under the TSX Guidelines and independent under the NYSE Rules. In addition, Messrs. Korbin and Weatherall are "audit committee financial experts" (as such term is defined under applicable SEC requirements).

Compensation and Benefits Committee

The role of the Compensation and Benefits Committee is primarily to review the adequacy and form of compensation of senior management and the directors with such compensation realistically reflecting the responsibilities and risks of such positions, to administer the Corporation's Employees' and Directors' Equity Incentive Plan, to determine the recipients of, and the nature and size of share compensation awards granted from time to time, to determine the remuneration of executive officers and to determine any bonuses to be awarded. Click here to view the Compensation and Benefits Committee's charter.

The Compensation and Benefits Committee currently consists of Messrs. Huberman, Thygesen, Hanson, Korbin and Balloch, all of whom are all outside, unrelated directors under the TSX Guidelines and independent under the NYSE Rules.

Corporate Governance and Nominating Committee

The Corporate Governance and Nominating Committee is responsible for making recommendations to the board with respect to developments in the area of corporate governance and the practices of the board. The Corporate Governance and Nominating Committee has expressly assumed responsibility for developing the Corporation's approach to governance issues. The Committee is also responsible for reporting to the board with respect to appropriate candidates for nominations to the board, for overseeing the execution of an assessment process appropriate for the board and its committees and for evaluating the performance and effectiveness of the board. Click here to view the Corporate Governance and Nominating Committee's charter.

The Corporate Governance and Nominating Committee of the board currently consists of Messrs. Huberman, Weatherall, Hanson, Thygesen, Faber, Korbin and Balloch, of which Mr. Huberman is chairman of the committee. All of such directors are outside unrelated directors under the TSX Guidelines and independent under the NYSE Rules.

Executive Committee

An Executive Committee of the board was appointed on March 11, 2005 to meet when necessary between meetings of the full board, with authority to approve expenditures of up to $10,000,000. The Executive Committee currently consists of Messrs. Friedland, Macken, Meredith and Huberman.

Variations from certain NASDAQ Rules

NASDAQ listing rules permit the Company to follow certain home country practices in lieu of compliance with certain NASDAQ corporate governance rules. Set forth below are the requirements of Marketplace Rule 4350 that the Company does not follow and the home country practices that it follows in lieu thereof.

SHAREHOLDER APPROVAL IN CONNECTION WITH CERTAIN TRANSACTIONS: NASDAQ's Marketplace Rule 4350(i) requires each issuer to obtain shareholder approval prior to certain dilutive events, including a transaction other than a public offering involving the sale of 20% or more of the issuer's common shares outstanding prior to the transaction. Under the exemption available to Foreign Private Issuers under Marketplace Rule 4350(a)(1), the Company does not follow this NASDAQ rule. Instead, and in accordance with the NASDAQ exemption, the Company complies with applicable Toronto Stock Exchange rules and applicable Canadian corporate and securities regulatory requirements.