Corporate Governance

Committee Membership

The Audit Committee, the Related Party and Conduct Review Committee, and the Compensation Committee are composed entirely of Directors who are independent in the Board’s view and within the meaning of the Instruments.

The Governance and Nominating Committee includes Directors who are independent in the Board’s view and within the meaning of the Instruments. The Board believes that it is normal and appropriate, especially in the case of a holding company with a controlling shareholder, like the Corporation, to have Directors who are related to the controlling shareholder (in this case, Paul Desmarais, Jr. and André Desmarais) as members of the Governance and Nominating Committee, as well as Directors who are independent and not related to the controlling shareholder.

(Source: March 2015 Management Proxy Circular)