Corporate Governance

Assessment of Independence

The Board of the Corporation is currently composed of 12 Directors. In the Board’s view, the following seven Directors, namely Pierre Beaudoin, Marcel R. Coutu, Laurent Dassault, Anthony R. Graham, J. David A. Jackson, Isabelle Marcoux, 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 seven Directors, constituting a majority of the Board, are also independent within the meaning of the Instruments.

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.

The Honourable Paul Desmarais, who receives a salary as Chairman of a wholly owned subsidiary of the Corporation, is 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.

(Source: March 2013 Management Proxy Circular)