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, Robert Gratton, J. David A. Jackson, Isabelle Marcoux 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.

Mr. Gratton served as CEO of Power Financial, a subsidiary of the Corporation, from 1990 to 2005 and Chairman of Power Financial from 2005 to 2008. As previously disclosed, following his retirement from his position as Chairman of Power Financial, he received a fee for advisory services to the Corporation for the three years ending December 31, 2010. As those arrangements ended more than three years ago, and Mr. Gratton’s position as Chairman of Power Financial ended more than six years ago, he is no longer deemed (since January 1, 2014) to be not independent within the meaning of the Instruments. The Board has determined there are no relationships between Mr. Gratton and the Corporation which would make him not independent, including within the meaning of the Instruments. Mr. Gratton will not be standing for re-election at the Meeting.

Of the 11 Directors nominated for election at the Meeting, the following 8 Directors, 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, being more than a two thirds majority, 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.

(Source: March 2014 Management Proxy Circular)