Corporate Governance

The Corporation has developed sound corporate governance practices. The Corporation’s Board of Directors and management believe that strong corporate governance is essential for creating shareholder value and maintaining investor confidence.

Board of Directors
The Board of Directors of the Corporation is responsible for supervising the business and affairs of the Corporation and providing strategic guidance to management. The Board of Directors of the Corporation is composed of eight independent directors and three city councillors. The Board of Directors has four regularly scheduled meetings each year but meets as often as is necessary to fulfill its responsibilities to the Corporation.

Since its appointment on April 20, 1999, the Board of Directors has worked to put in place a system of Corporate Governance that meets the requirements of applicable Canadian Securities Administrators rules. As part of its ongoing commitment to Corporate Governance, the Board of Directors operates in accordance with a board mandate, and its committees operate in accordance with the committee charters, reviewed and approved by the Board of Directors.

Code of Business Conduct and Corporate Responsibility
The Board of Directors recognizes that a strong ethical culture is required to protect the Corporation’s customers, suppliers, employees, officers and shareholder. All employees, officers and directors of the Corporation are required to comply with the principles set out in the Code of Business Conduct, which was implemented by the Corporation in 2004. The Code of Business Conduct provides for the appointment of an Ethics and Compliance Officer and establishes a direct hotline to the Ethics and Compliance Officer by which perceived violations of the principles set out in the Code may be reported, anonymously or otherwise. The Ethics and Compliance Officer reports quarterly to the Audit Committee on the nature of complaints received including those related to audit and accounting matters. The Board of Directors also monitors corporate responsibility activities of the Corporation and the President and Chief Executive Officer reports annually to the Board in this regard.

Disclosure
The Board of Directors recognizes the importance of complying with all disclosure requirements imposed by Canadian Securities Administrators and is committed to promoting consistent disclosure practices aimed at accurate and timely disclosure of material information.

To ensure consistent and appropriate disclosure practices, the Corporation has adopted a Disclosure Policy to govern the disclosure by its employees, officers and directors of material information about the Corporation and has established a Disclosure Committee composed of senior executives to assist the Chief Executive Officer and the Chief Financial Officer in making accurate, complete and timely disclosure. The composition and operation of the Disclosure Committee are established in the Disclosure Policy.

The members of the Corporation’s Board of Directors are introduced here. The description indicates committee and subsidiary Board of Directors’ participation.

Committees
The Board of Directors believes that its ability to discharge its responsibilities is enhanced by the active participation of committees in the corporate governance process. Currently there are four committees of the Board of Directors: Corporate Governance, Audit, Compensation, and Environment, Health and Safety. Each committee meets regularly throughout the year and provides an update at meetings of the Board of Directors on material matters considered by the committee.

Audit Committee
The primary function of the Audit Committee is to assist the Board of Directors in fulfilling its responsibilities with respect to financial reporting, internal financial control structure, financial risk management and external audit functions. In accordance with rules published by Canadian Securities Administrators, the Audit Committee has implemented a policy on provision of services by external auditors and a policy on submission and treatment of complaints regarding accounting or audit matters.

Corporate Governance Committee
The primary function of the Corporate Governance Committee is to assist the Board of Directors in fulfilling its corporate governance oversight responsibilities. The Corporate Governance Committee is responsible for developing, and ensuring compliance with, governance policies and procedures.

Compensation Committee
The primary function of the Compensation Committee is to advise and assist the Board of Directors with respect to the assessment of the performance and compensation of the Chief Executive Officer, and oversight of the compensation structure and benefit plans and programs of the Corporation and its affiliates.

Environment, Health and Safety Committee
The primary function of the Environment, Health and Safety Committee is to advise and assist the Boards of Directors with respect to environment, health and safety matters arising out of the activities of the Corporation and its subsidiaries.