Corporate Governance

Assessment of Independence

The Board of the Corporation is currently composed of 21 Directors. In the Board’s view, the following 11 current Directors, namely Pierre Beaudoin, Marcel R. Coutu, Laurent Dassault, Anthony R. Graham, Isabelle Marcoux, the Right Honourable Donald F. Mazankowski, Jerry E.A. Nickerson, James R. Nininger, Robert Parizeau, 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.

Paul Desmarais, Jr., Chairman and Co-CEO, André Desmarais, a Deputy Chairman, President and Co-CEO, John A. Rae, Executive Vice-President, Office of the Chairman of the Executive Committee of the Corporation and Henri-Paul Rousseau, Vice-Chairman, being executive officers of the Corporation, are not independent. R. Jeffrey Orr, President and Chief Executive Officer of Power Financial, and Raymond L. McFeetors, a Vice-Chairman of Power Financial, being executive officers of a subsidiary of Power Corporation, are not independent.

The Honourable Paul Desmarais, who receives a salary as Chairman of a wholly owned subsidiary of the Corporation, and Michel Plessis-Bélair, a Vice-Chairman, who receives compensation in his capacity as Senior Adviser to a wholly owned subsidiary of the Corporation, are not independent. Robert Gratton, a Deputy Chairman of the Corporation, who received compensation for serving as a special adviser to the Corporation for a period of three years ending in December 2010, is not independent.

Guy Fortin has an indirect material relationship with the Corporation and is not independent.

As more fully described below under “Nomination and Assessment of Directors”, the following 9 Directors will not be standing for re-election at the Meeting, namely Guy Fortin, the Right Honourable Donald F. Mazankowski, Raymond L. McFeetors, Jerry E.A. Nickerson, James R. Nininger, Robert Parizeau, Michel Plessis-Bélair, John A. Rae and Henri-Paul Rousseau. As indicated above, 12 current Directors are nominated for election to the Board at the Meeting. Of such 12 Directors, a majority being the following 7 Directors, namely Pierre Beaudoin, Marcel R. Coutu, Laurent Dassault, Anthony R. Graham, Isabelle Marcoux, 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 7 Directors are also independent within the meaning of the Instruments.

(Source: March 2012 Management Proxy Circular)