There are currently four standing committees of the Board of Directors: the Corporate Governance Committee, the Audit Committee, the Human Resources Committee and the Environment, Health and Safety Committee. Each committee operates in accordance with Board-approved terms of reference. The Board may create a new committee whenever it considers it advisable to do so. In 2007 the Board created a Chief Executive Officer Search Committee, as detailed below, appointing three independent directors to that committee.

The Board rotates committee members and committee chairs from time to time as required. In doing so, the Board tries to make use, to the extent possible, of the particular expertise of each of the directors.

Committee chairs, in consultation with members, determine the frequency of meetings for each committee, provided that a committee must at all times comply with its terms of reference. The agenda for each meeting is established by the committee chair in consultation with appropriate members of management and the Corporate Secretary. Each committee chair reports to the full Board with respect to each of its meetings.

The Board of Directors, and each standing committee, ensure their independence by convening independent directors-only in camera sessions at every meeting.

Committee members are appointed annually following the Corporation’s annual meeting. The Corporate Governance Committee provides recommendations to the Board in respect of all such appointments.

The following is a description of the composition and mandate for each of the committees of the Board.

The Corporate Governance Committee
The Audit Committee
The Human Resources Committee
The Environment, Health and Safety Committee

The terms of reference for the Corporate Governance Committee require that it be comprised solely of independent directors. The current members of the Committee are D.S. O’Sullivan (Chair), C.A. Pinette, A.H. Simon and J.M. Willson. The Committee met four times during 2007. Three of these meetings were in person and one was held by telephone. At every Committee meeting the independent directors meet in camera without management.

The mandate of the Corporate Governance Committee is to enhance corporate performance by assessing and making recommendations regarding Board effectiveness and by establishing a process for identifying, recruiting, appointing and re-appointing directors and providing for the on-going development of current Board members.

A healthy governance culture demands that both management and the Board engage in continuous constructive discussions to delineate their respective roles in changing circumstances. The Corporate Governance Committee monitors the flow of information between the Board and management and, where necessary, makes recommendations on improving these lines of communication.

During the year, the Committee dealt with various corporate governance matters consistent with its terms of reference contained in the Corporation’s Board policy manual. The Board policy manual sets out responsibilities and terms of reference for the directors, the Chairman of the Board, the Chief Executive Officer and the various committees of the Board and includes an annual review process for the Chairman of the Board, the Chief Executive Officer, the Board, the Board Committees and individual director peer evaluations. The most recent review process was conducted in the fourth quarter of 2007.

The Committee also reviews the Board policy manual annually and recommends amendments to its provisions, as required.

The terms of reference for the Audit Committee require that it be comprised of at least three directors, all of whom shall be independent. The current members of the Committee are A.H. Simon (Chair), R. Bacarreza, J.E.C. Carter, K.M. O’Neill, and J.M Reid. The Committee met four times in 2007 in conjunction with regularly scheduled Board meetings. At every Committee meeting the independent directors meet in camera without management.

Conrad A. Pinette attends meetings of the Audit Committee in his capacity as Chairman of the Board. All Committee members are required to be independent and financially literate (as such terms are defined in Multilateral Instrument 52-110 – Audit Committees) and at least one member is required to have accounting or related financial management expertise. J.M. Reid was the designated “financial expert” member of the Audit Committee until February 13, 2007, when K.M. O’Neill was appointed to the Board and Audit Committee. K.M. O’Neill is the current designated “financial expert” member of the Audit Committee.

The Committee provides assistance to the Board of Directors in fulfilling its oversight responsibility to the shareholders with respect to the Corporation’s: (a) financial statements; (b) financial reporting process; (c) systems of internal and disclosure controls; (d) internal audit function; (e) external audit function; (f) financial arrangements and liquidity and (g) risk identification, assessment and management program. It is the responsibility of the Committee to maintain an open avenue of communication between itself, the external auditors, the internal auditors and the management of the Corporation. In performing its role, the Committee is empowered to investigate any matter brought to its attention, with full access to all books, records, facilities and personnel of the Corporation. It is also empowered to retain outside counsel or other experts as required.

Audit Fees
Fees paid or accrued by the Corporation and its major business units or subsidiaries for audit and other services provided by Deloitte & Touche LLP (the Corporation’s external auditors) during 2006 and 2007 were as follows:

1. Amounts were billed in various currencies and converted to Canadian dollars using the exchange rates in existence at the time of billing
2. Audit related services include assurance and related services, such as audits of the Corporation’s pension plans and merger and acquisition activities, reasonably related to the performance of the audit or review of the Corporation’s financial statements not reported as Audit Services.
3. Tax services include tax compliance reviews, review of the tax impact of specific transactions, assistance with inquiries from tax authorities, and international employee relocation advice.
4. Other services would include any non audit-related or non tax services.

Pre-approval Policies and Procedures
The Audit Committee has adopted a formal policy requiring the pre-approval of non-audit services to be provided by its external auditors, Deloitte & Touche LLP, prior to the commencement of the engagement. Between regularly scheduled Audit Committee meetings, the Committee has delegated to the Chair of the Audit Committee the authority to approve individual non-audit service engagements that have not been pre-approved. All engagements where such approval was granted will be reported at the next Audit Committee meeting. Under no circumstances will the Corporation’s management engage the external auditors to perform services that have not been approved by the Audit Committee. Management and the external auditor are required to report quarterly to the Audit Committee all services provided by the external auditor and fees paid or accrued for the fiscal year-to-date period.

The Committee determined that the provision of the audit-related and tax services described above did not compromise the independence of Deloitte & Touche LLP for purposes of performing audit services for the Corporation. In addition, as the Corporation’s external auditors, Deloitte & Touche LLP are required to comply with the terms of the Corporation’s “Terms of Reference for External Auditors”.

Enterprise Risk Management
The Corporation has adopted an Enterprise Risk Management approach to identifying and evaluating risks in order to protect and enhance shareholder value. On a quarterly basis, the Audit Committee reviews the Corporation’s process with respect to risk assessment and management of key risks, including the Corporation’s major financial risks and exposures and the steps taken to monitor and control such exposures. The Enterprise Risk Management Process involves the identification, by each of the Corporation’s significant operations, of key risks that could impact the achievement of the Corporation’s strategic plan. Each of these key risks is monitored closely and disclosed annually in the Corporation’s Annual Information Form. Any changes to the key risks are reviewed by the Audit Committee and disclosed on a quarterly basis in the Corporation’s interim financial filings.

For more information regarding the Audit Committee and its mandate, please refer to the section entitled “Audit Committee” in the Corporation’s most recent Annual Information Form.

The terms of reference for the Human Resources Committee require that it be comprised of four or more directors, all of whom shall be independent. The current members of the Committee are J.M. Willson (Chair), K. M. O’Neill, D.S. O’Sullivan and B.L. Turner. The Committee met four times in 2007. Three of these meetings were in person and one was held by telephone. At every Committee meeting the independent directors meet in camera without management.

One of the key mandates of the Human Resources Committee with respect to human resources and compensation matters is described in full earlier in this management proxy circular. In addition, the Committee reviews and approves the succession plan for the Chief Executive Officer and for the executive leadership team; reviews and approves any significant changes to the organizational structure; and ensures at a strategic level that there are appropriate and effective Human Resources policies in place for the employment and engagement of the Corporation’s employees. The Committee also reviews, with the Corporation’s management pension committee: (a) the pension fund investment strategy; (b) the choice of fund manager(s) for the Corporation’s pension funds; (c) the ongoing performance of the fund manager(s); (d) the design and benefits of the Corporation’s pension plans; and (e) contribution levels and funding status of the Corporation’s pension plans.

The terms of reference for the Environment, Health and Safety Committee require that it be comprised of at least three directors, at least two of whom must be independent. The current members of the Committee are B.L. Turner (Chair), R. Bacarreza, J.E.C. Carter, J.M. Reid and D.W.G. Whitehead. The Committee met four times in 2007. All of these meetings were in person. At every Committee meeting the independent directors meet in camera without management.

The mandate of the Committee is to encourage, assist and counsel the management of the Corporation in its drive towards attaining and maintaining a high level of performance in areas relating to the environment, health and safety. The Committee also seeks to ensure, through the management of the Corporation, that the Corporation’s employees and contractors enjoy a safe and healthy workplace.

The Committee pursues the corporate goal of reducing injuries in the workplace through the adoption, monitoring and enforcement of policies and procedures designed to meet or exceed the environment, health and safety goals which the Corporation has set for itself and applicable regulatory requirements.