Corporate Governance

Communications with Shareholders

The Corporation seeks to maintain a transparent and accessible exchange of information with all of its shareholders and other interested parties simultaneously with regard to its business, subject to applicable securities requirements and any other limitation of a legal or contractual nature. In addition to the required public filings, such as quarterly and annual reports, the Corporation distributes as needed the information to its shareholders and the investment community through press releases as deemed appropriate from time to time.

The Board believes that it is management’s role to communicate with its shareholders and the investment community on behalf of the Corporation. Every shareholder inquiry deserves a prompt response. Questions, comments and suggestions, either verbal or written, may be addressed directly to the head office of the Corporation or may be addressed directly to the President and Chief Executive Officer or to members of senior management at the annual and special meetings.

Statement of Corporate Governance Practices

The Corporation’s Board of Directors considers that sound corporate governance practices are essential to the Corporation’s effective operations so as to enhance shareholder value and that the Corporation has adopted such practices and intends to review them periodically to ensure that they are always up-to-date. This statement of the Corporation’s corporate governance practices was approved by the Corporation’s Board of Directors.

Composition of the Board of Directors

The Board of Directors currently consists of a majority of independent directors for the purposes of National Instrument 58-101 Disclosure of Corporate Governance Practices adopted by the Canadian Securities Administrators. Six of the seven directors currently serving on the Board, that is, Messrs Russell L. Ray (Chairman), David Hurley, Pierre Despars, Donald W. Campbell, Robin Wohnsigl and Mathieu Fortin are considered independant. Mr. Sylvain Duval, being President & CEO of the company is not an independant director.