2. THE CORPORATE BUSINESS COMMUNITY

Section 2.7 - Corporate Governance

Principles
2.7.P.1
The companyís governance structure is based on ethical values, including inclusivity, integrity, honesty, justice, transparency and responsiveness to shareowners and stakeholders.

2.7.P.2
The companyís governance reflects its obligations to its stakeholders in the social, environmental and financial arenas.

2.7.P.3
The companyís Board of Directors is characterized by independence, willingness to ask hard questions, diversity of membership, transparency of decision making and accountability.

2.7.P.4
The companyís executive compensation and bonus packages are tied to financial, social and environmental performance and are in alignment with community expectations of fair and reasonable compensation.

2.7.P.5
The company communicates to its shareholders and stakeholders its plans and strategies for business acquisitions, mergers and restructuring.

Criteria
2.7.C.1
The company adopts policies and implementation plans for its environmental, social and financial operations including effective evaluation tools.

2.7.C.2
The company has systems, programmes and measurable goals in place to continuously improve the integration of financial, social and environmental decisions.

2.7.C.3
The composition of the Board of Directors demonstrates diversity (gender, ethnicity, age, background, employee) and includes a majority of independent/non-executive directors. Independent directors are included on all Standing Committees and are the sole directors on Audit, Nominating and Compensation Committees.

2.7.C.4
The company adopts a policy to measure executive compensation based on the ratio of top managementís compensation compared to the lowest paid worker and takes into account such issues as limiting compensation packages during times of layoffs and economic downturns.

2.7.C.5
The company undertakes a merger, acquisition or restructuring only if it is consistent with the companyís social and environmental goals.

Bench Marks
2.7.B.1
Top managers report regularly on the ethical issues and corporate responsibilities and programmes and a full report is made public annually.

2.7.B.2
The company publicly discloses the manner in which its financial, social and environmental goals are being met.

2.7.B.3
The Board reports publicly on how it is meeting its corporate governance goals.

2.7.B.4
The company offers stock options to a broad cross-section of employees and calculates stock options as an expense.

2.7.B.5
The company reports well in advance of proposed mergers, acquisitions or restructuring to secure worker participation in the decision-making process. 5


5 The corporate governance movement is speeding forward internationally as never before. The changes in laws, regulations, as well as shareholder pressure promoting additional changes, are significant and growing in Canada, South Africa, the United Kingdom, the United States and many other countries. Recommending one comprehensive set of corporate governance standards at any particular moment is impossible. However, the proponents believe that the practices listed above are acceptable internationally and are consistent with the values expressed in the other sections of this document.

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