Corporate Governance

Meetings of Independent Directors

The Chairman of the Board is responsible for ensuring that the Directors who are independent of management have opportunities to meet without management present. All independent Directors are encouraged by the Chairman of the Board to have open and candid discussions with the Chairman or with the Co-CEOs.

The Board has adopted a policy relating to meetings of independent Directors at Board and Committee meetings. The Directors on the Board who are independent of management meet at least once annually, and more frequently as needed, without members of management present. The Audit Committee, the Related Party and Conduct Review Committee, and the Compensation Committee are composed entirely of Directors who are independent in the Board’s view and within the meaning of the Instruments. Under the policy, each of these committees are to meet without members of management as follows: Audit Committee — at least four times per year, and Related Party and Conduct Review Committee and Compensation Committee — at every meeting.

(Source: March 2012 Management Proxy Circular)