Corporate Governance

Meetings of Independent Directors

The Co-Chairmen of the Board are responsible for ensuring that the Directors who are independent of management have opportunities to meet without management present. All independent Directors are encouraged by the Co-Chairmen of the Board to have open and candid discussions with the Co-Chairmen or with the Chief Executive Officer.

The Board has adopted a policy relating to meetings of independent Directors at Board and Committee meetings. The Directors on the Board who are independent of management meet at least twice a year without members of management present. 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. Under the policy, each of these committees are to meet without members of management as follows: Audit Committee — four times per year, and Related Party and Conduct Review Committee and Compensation Committee — at every regular meeting.

(Source: March 2012 Management Proxy Circular)