Governance

Corporate Governance

Chairman of the Board

The Board believes it is appropriate in a management and holding company such as Power Corporation, with a controlling shareholder, that the positions of the Chairman of the Board and Co-CEO overlap. The Board has implemented structures and procedures to provide assurance that the Board can act independently of management. A majority of the Board is independent in the Board’s view and within the meaning of the Instruments. The Audit Committee, the Related Party and Conduct Review Committee and the Compensation Committee are constituted entirely with Directors who are independent in the Board’s view and within the meaning of the Instruments. The Executive Committee and the Governance and Nominating Committee include Directors who are independent in the Board’s view and within the meaning of the Instruments.

(Source: March 2012 Management Proxy Circular)

© Power Corporation of Canada 2012. All rights reserved.

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Percentages denote equity interest as at December 31, 2011 unless otherwise noted.

[1] Through its wholly owned subsidiary, Power Financial Europe B.V., Power Financial held a 50% interest in Parjointco. Parjointco held a voting interest of 76.0% and an equity interest of 56.5% in Pargesa.

[2] Together, 65% direct and indirect voting interest.

[3] Denotes voting interest.