Our Board of Directors is governed by the highest standards of practice.
Governance Principles and Guidelines
A majority of the directors and all of the members of the Audit, Compensation and Governance and
Nominating Committees are required to meet the independence requirements of the New York Stock
Exchange and the Toronto Stock Exchange. Only one Management director (the CEO) may be nominated
to the Board.
No director may serve as a director, officer or employee of a competitor and no director shall serve on
more than four other public company boards.
The independent directors will meet at regularly scheduled sessions at least quarterly without
management present, and will meet in camera after every Board meeting.
Directors must attend at least 75% of all regularly scheduled Board meetings and relevant Committee
The Board will have unrestricted access to the Corporation’s officers and employees and will be provided
with the internal and external resources necessary to carry out its duties.
Annually the Board (through the Governance and Nominating Committee) will conduct a review of
The Board is made up of directors from diverse professional and personal backgrounds with both a broad
spectrum of experience and expertise, and a reputation for business acumen and integrity. Potential new
directors are assessed on their individual qualifications in the context of the needs of the Board.
All directors are expected to comply with stock ownership guidelines for directors, under which they are
each expected to hold three (3) times their respective annual retainer, prior to June 30, 2014 or within
five (5) years of their election to the Board, whichever is later. Directors may not purchase financial
instruments to hedge a decrease in the market value of shares held for purposes of the stock ownership
A retiring or departing CEO will resign from the Board upon retirement or departure and/or will not be
re-nominated to the Board at the annual general meeting of shareholders following the CEO’s retirement
View our Code of Conduct.
For the most current information on our Board, see our proxy circulars.
View our Board of Directors.