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 Pension Committee and the Human Resources 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 2008, the Board created the Pension Committee, appointing four 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 Audit Committee
The Corporate Governance Committee
The Environment, Health and Safety Committee
The Human Resources Committee
The Pension Committee

For further details on the Board of Directors or on any of the standing committees of the board, please refer to the Corporation’s 2009 Management Proxy Circular.

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 J.M. Reid (Chair), R. Bacarreza, J.E.C. Carter, D.L. Emerson, K.M. O’Neill, and A.H. Simon. The Committee met four times in 2008 in conjunction with regularly scheduled Board meetings. At every Committee meeting the members meet in camera without management.

Douglas W.G. Whitehead 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. 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 2007 and 2008 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, that were 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. 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.

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 C.A. Pinette (Chair), J.M. Reid, B.L. Turner and J.M. Willson. The Committee met five times during 2008. All of these meetings were held in person. At every Committee meeting the members 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.

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), J.E.C. Carter, A.H. Simon and M.T. Waites. The Committee met four times in 2008. 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.

The Committee is comprised of four independent directors and the current members are: J.M. Willson (Chair), K.M. O’Neill, C.A. Pinette and B.L. Turner. K.M. O’Neill is the current designated Pension Lead Director of the Human Resources Committee. 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. In 2008, the Committee met four times in person. At every Committee meeting, the members meet in camera without management.

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 and any changes to the Corporation’s executive compensation program which the Committee considers to be necessary from time to time.

For more information regarding the Human Resources Committee and its mandate, please refer to “Section V – Executive Compensation” in the Corporation’s 2009 Management Proxy Circular.

The Pension Committee was formed in May 2008 and the first meeting of the Pension Committee was held in August 2008. Prior to May 2008, the Human Resource Committee was responsible for reviewing and addressing pension matters, as needed. The terms of reference for the Pension Committee require that it be comprised of three or more independent directors. The current members of the Committee are K.M. O’Neill (Chair), R. Bacarreza, D.L. Emerson and C.A. Pinette. The Committee met two times in 2008. Both of these meetings were in person. At every Committee meeting the members meet in camera without management.

The mandate of the Committee is to oversee all of 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 Board Pension Committee include, but are not limited to, governance, compliance, plan design and benefit strategy, investment strategy and funding policies, the ongoing performance of the plans and their investments, and the selection of certain advisors.