Corporate Governance

Assessment of Independence

The Board of the Corporation is currently composed of 11 Directors. In the Board’s view, the following 8 Directors (constituting more than a two thirds majority of the Board), namely Pierre Beaudoin, Marcel R. Coutu, Laurent Dassault, Anthony R. Graham, J. David A. Jackson, Isabelle Marcoux, T. Timothy Ryan, Jr. and Emőke J.E. Szathmáry are independent within the meaning of the Instruments and have no other relationships that could reasonably interfere with the exercise of their independent judgment in discharging their duties to the Corporation.

Paul Desmarais, Jr., Chairman and Co-CEO, and André Desmarais, a Deputy Chairman, President and Co-CEO, being executive officers of the Corporation, are not independent. R. Jeffrey Orr, President and Chief Executive Officer of Power Financial, being an executive officer of a subsidiary of Power Corporation, is not independent.

(Source: March 2015 Management Proxy Circular)

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