Corporate Governance

Assessment of Independence

The Board of the Corporation is currently composed of 20 Directors. In the Board’s view, the following 11 Directors, namely J. Brian Aune, Marc A. Bibeau, Gérald Frère, Anthony R. Graham, V. Peter Harder, the Right Honourable Donald F. Mazankowski, Jerry E.A. Nickerson, Louise Roy, Raymond Royer, T. Timothy Ryan, Jr. and Emőke J.E. Szathmáry are independent of management and have no other relationships that could reasonably interfere with the exercise of their independent judgment in discharging their duties to the Corporation. The foregoing 11 Directors, constituting a majority of the Board, are also independent within the meaning of the Instruments.

R. Jeffrey Orr, President and Chief Executive Officer of the Corporation, Amaury de Seze, Henri-Paul Rousseau and Raymond L. McFeetors, Vice-Chairmen of the Corporation who perform executive functions for the Corporation, and Paul Desmarais, Jr. and André Desmarais, Co-Chairmen of the Corporation who, from time to time, may perform executive functions for the Corporation, are not independent.

Robert Gratton, a Deputy Chairman of Power Corporation who received compensation for serving as a special adviser to Power Corporation for a period of three years ending in December 2010, is not independent.

The Honourable Paul Desmarais, who receives a salary as Chairman of a wholly owned subsidiary of Power Corporation (as disclosed in the Management Proxy Circular of Power Corporation), and Michel Plessis-Bélair, a Vice-Chairman of Power Corporation who receives compensation in his capacity as Senior Adviser to a wholly owned subsidiary of Power Corporation, (as disclosed in the Management Proxy Circular of Power Corporation) are deemed not to be independent within the meaning of the Instruments.

As more fully described below under “Nomination and Assessment of Directors”, the following 7 Directors will not be standing for re-election at the Meeting, namely J. Brian Aune, the Right Honourable Donald F. Mazankowski, Raymond L. McFeetors, Jerry E.A. Nickerson, Michel Plessis-Bélair, Henri-Paul Rousseau and Amaury de Seze. As indicated above, 13 current Directors are nominated for election at the Meeting. Of such 13 Directors, a majority being the following 8 Directors, namely Marc A. Bibeau, Gérald Frère, Anthony R. Graham, V. Peter Harder, Louise Roy, Raymond Royer, T. Timothy Ryan, Jr. and Emőke J.E. Szathmáry, are independent of management and have no other relationships that could reasonably interfere with the exercise of their independent judgment in discharging their duties to the Corporation. The foregoing 8 Directors are also independent within the meaning of the Instruments.

(Source: March 2012 Management Proxy Circular)