Corporate Governance

The board of directors (the “Board”) is primarily responsible for supervising the management of the Corporation’s business and affairs. Its authority is determined by the provisions of the Indian Business Laws and by the Corporation’s By-laws. In addition, the Board’s activities are governed by a set of procedural rules which are adopted by the Board. The Board regularly reviews its guidelines and policies and, not less than annually, considers how its corporate governance practices align with guidelines established by the Indian regulatory authorities having authority.

The Board meets as required to conduct its business, which includes the approval of the quarterly and annual audited consolidated financial statements of the Company.

The Board’s Chairman, together with the lead director, is responsible for the management, development and effective performance of the Board, for monitoring the Corporation’s development through regular contact with the President and CEO, and for ensuring that the Board regularly receives reports concerning the development of the Company’s business and operations, including progress in respect of profits, liquidity and significant contractual matters.

Board Committees

Corporate Governance and Nominating Committee:
xxxxx xxxxx.

Human Resources/Compensation Committee:
xxxxx , xxxxxxx, xxxxxxxx.

Health, Safety, Environment and Community Committee:
xxxxx, xxxxx, xxxxx.

Auditors
PricewaterhouseCoopers LLP, Toronto, Ontario, Canada.

Audit Committee

Audit Committee Mandate
The Audit Committee consists of three Board members, each of whom is independent and financially literate. The audit committee reviews and reports to the Board on the integrity of the consolidated financial statements of the Company. The Audit Committee ensures the Company has designed and implemented effective internal financial controls and reviews the compliance with regulatory and statutory requirements as they related to the financial statements, taxation matters and disclosure of material facts.

Corporate Governance and Nominating Committee

This Committee is comprised of three non-executive Board members and assists the Board in identifying qualified individuals for Board membership, develops and implements corporate governance guidelines, and reports annually to the Corporation’s shareholders on the Corporation’s system of corporate governance.

Health, Safety, Environment and Community Committee

This Committee is comprised of three Board members, a majority of whom are non-executive Board members. This Committee assists the Board in its oversight of health, safety, environment and community risks, the Corporation’s performance in relation to health, safety, environmental and community matters, and the Corporation’s compliance with applicable legal and regulatory requirements associated with health, safety, environmental and community matters.

Human Resources/Compensation Committee

The Human Resources/Compensation Committee is comprised of three non-executive members of the Board. The Human Resources/Compensation Committee is responsible for administering the Corporation’s executive compensation program and implements and oversees human resources and compensation policies approved by the Board. The Committee meets not less than annually.