Upholding the highest governance standards is a key priority of the Finning Board of Directors. Finning has an established tradition of excellence in corporate governance and the Board is resolute in its commitment to fulfilling its duty of accountability. The Board is also committed to building on its best practices through continuous evaluation and improvement.

Our corporate culture of integrity and respect for the Company’s stakeholders is further reinforced by Finning’s Code of Conduct which guides the actions of our employees.

The Board of Directors has overall responsibility for the Company’s business conduct. The Board fulfills this responsibility both directly and by delegating certain authority to Board committees and the Company’s senior management.

The direct responsibilities of the Board include:

• choosing the Company’s Chief Executive Officer, who is responsible for all of the Company’s day-to-day operations;
• reviewing and approving a strategic plan that takes into account an identification of business opportunities and business risks;
• overseeing and monitoring management’s systems for the operations of the Company;
• monitoring and assessing the Company’s performance in meeting both short and long-term goals established by the Board;
• directly reviewing and approving major transactions proposed by management;
• reviewing reports and recommendations from committees of the Board with respect to matters such as succession planning and preparation of financial statements and giving necessary directions to management;
• reviewing the content of significant communications with shareholders and the investing public, including this management proxy circular, annual reports, annual information forms and quarterly and annual financial statements; and
• approving the appointment and remuneration of all executive officers.

As part of its oversight responsibilities, the Board has approved a number of policies to ensure employees at all levels maintain the Company’s high standards of governance. The Code of Conduct, the Code of Ethics for Senior Executives and Financial Officers, and the Policy on Share Trading and Use of Material Information are signed by pertinent employees to acknowledge their awareness and agreement to comply with these policies.

The full text of Finning’s governance policies and documents can be downloaded from the Code of Conduct and corporate policies and corporate governance documents sections of this website. In addition, any shareholder may request paper copies by contacting the Corporate Secretary.

The Board of Directors is currently made up of 11 members. The Board has concluded that all directors are independent, as determined by criteria outlined in Canadian securities disclosure rule NI 58-101, with the exception of Michael T. Waites, President and Chief Executive Officer of the Company, and Douglas W.G. Whitehead, the former President and Chief Executive Officer.

To ensure that the Board functions independently from management, the Company has adopted a number of additional practices including:

• separating the role of Chairman of the Board (currently Douglas W.G. Whitehead) and Chief Executive Officer (currently Michael T. Waites)
• appointing John M. Willson as Lead Director, given that Mr. Whitehead is the former President and Chief Executive Officer
• convening an independent director-only in camera session at every Board meeting

In addition, each year the Board (with the assistance of the Corporate Governance Committee) formally reviews its own performance, as well as the performances of: each committee of the Board, the Chairman of the Board, each individual director (peer assessment), and the Chief Executive Officer.

During 2008, the Board of Directors met on seven occasions, including one special meeting devoted exclusively to the Company’s corporate strategy and direction. All, but one of these meetings, were in person. At every meeting, the Board discusses issues without the presence of management (“in camera”).