The Board carries out its responsibilities directly and through its Committees, which make recommendations to the Board for approval. There are currently five standing committees of the Board of Directors:

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

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 director-only in camera sessions at every meeting.

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

For further details on the Board of Directors or on any of the standing committees of the Board, please refer to the Corporation’s 2010 Management Proxy Circular.

The following is a description of the composition and mandate for each of the committees of the Board from May 2009 to May 2010.

Mandate
The Audit Committee provides assistance to the Board of Directors in fulfilling its oversight responsibility to the shareholders with respect to the Corporation’s:

• financial statements;
• financial reporting process;
• systems of internal and disclosure controls;
• internal audit function;
• external audit function;
• financial arrangements and liquidity; and
• 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 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.

Committee Membership

Douglas W.G. Whitehead attends meetings of the Audit Committee in his capacity as Chairman of the Board. All Committee members shall be independent and financially literate (as such terms are defined in National Instrument 52-110 – Audit Committees) and at least one member is required to have accounting or related financial management expertise. K.M. O’Neill is the current designated “financial expert” member of the Audit Committee.

Meetings
The Committee met four times in 2009 and achieved 100% attendance at all meetings. All of these meetings were held in person. At every Committee meeting the members met in camera without management.

External Auditor
Deloitte & Touche LLP (“Deloitte”) has been the Corporation’s external auditors since 2002. The Audit Committee has the oversight responsibility for reviewing Deloitte’s performance, qualifications, independence and audit of the Corporation’s financial statements.

Services provided by the external auditor are:

Audit Services

Audit Related Services
Audit related services include assurance and related services, such as audits of the Corporation’s pension plans that are reasonably related to the performance of the annual audit, review of the Corporation’s quarterly financial statements and assistance with the Corporation’s IFRS transition.

Tax Services
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 and personal tax assistance.

Other Services
Other services would include any non audit-related or non tax services. There were no other services provided in 2009 or 2008.

External Auditor Fees
Fees paid or accrued by the Corporation and its major business units or subsidiaries for audit and other services provided by Deloitte during 2009 and 2008 were as follows:

1. (1) Amounts were billed in various currencies and converted to Canadian dollars using the exchange rates in existence at the time of billing.

Pre-approval Policies and Procedures
The Audit Committee has adopted a formal policy requiring the pre-approval of services to be provided by Deloitte, 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 service engagements that have not been pre-approved. 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 for purposes of performing audit services for the Corporation. In addition, Deloitte is required to comply with the terms of the Corporation’s “Terms of Reference for External Auditors”.

Risk Management
The Corporation has adopted a 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 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 are disclosed on a quarterly basis in the Corporation’s interim financial filings.

Mandate
The Corporate Governance Committee provides assistance to the Board by providing focus on corporate governance programs and in establishing and monitoring corporate governance principles that will enhance corporate performance. The Committee has oversight for the Corporation’s Code of Conduct. In addition, the Committee manages the evaluation process to monitor the effectiveness of the Board, its committees and individual directors and has responsibility for establishing a process for identifying, recruiting, appointing and re-appointing directors and succession planning for the Chairman of the Board. The Committee also has responsibility for providing on-going development of current Board members.

A healthy governance culture also 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.

Committee Membership

Meetings
The Committee met four times during 2009 and achieved 100% attendance at all meetings. All of these meetings were held in person. At every Committee meeting the members met in camera without management.

Mandate
The Environment, Health & Safety Committee (“EH&S”) provides assistance and counsel to the Board and 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 Corporation management, 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 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.

Committee Membership

The Terms of Reference for the Environment, Health and Safety Committee require that it be comprised of at least three directors, two of whom must be independent and one of which must be the Chief Executive Officer.

Meetings
The Committee met four times during 2009 and achieved 100% attendance at all meetings. All of these meetings were held in person. At every Committee meeting the independent directors met in camera without management.

Mandate
The Human Resources Committee provides oversight of the design of the Corporation’s compensation programs and policies and also provides recommendations to the Board of Directors on key compensation and human resources matters. The Committee makes recommendations to the full Board of Directors with respect to executive and key employee continuity, succession planning, and any changes to the Corporation’s executive compensation program which the Committee considers to be necessary from time to time.

Committee Membership

Each member of the Committee is considered to possess the knowledge and experience in human resources and compensation matters to positively contribute to the Committee’s work.

Meetings
In 2009, the Committee met four times in person and once via teleconference and achieved 100% attendance at all meetings. At every Committee meeting, the members met in camera without management.

Mandate
The Pension Committee provides assistance to the Board in overseeing the Corporation’s pension plans, including registered pension plans and supplemental pension arrangements. This oversight includes the responsibility to analyze policies and strategies developed by management in the area of pensions and to review the Corporation’s performance with respect to meeting its fiduciary obligations as they relate to the Corporation’s pension plans.

Items to be addressed by the Pension Committee include, but are not limited to:

• governance;
• compliance;
• plan design;*
• benefit strategy;*
• investment strategy;
• funding policies;
• ongoing performance of the plans and their investments; and
• selection of certain advisors.

*In conjunction with the Human Resources Committee.

Committee Membership

Meetings
The Pension Committee was formed in May 2008. The first meeting of the Pension Committee was in August 2008. 2009 was the first complete term with the Pension Committee meeting three times during 2009 and achieving 100% attendance at all meetings. All of these meetings were in person. At every Committee meeting the members met in camera without management.