The Toronto Stock Exchange (the “TSX”) has historically adopted guidelines for effective corporate governance. The guidelines require each company listed on the TSX to describe their system of corporate governance and to refer to the TSX guidelines in their information circular. The Board of Directors has always supported this initiative and believes that strong corporate governance improves Corporation performance and investor confidence.
On April 15, 2005, the Canadian Securities Administrators (“CSA”) published in final form National Instrument 58-101: Disclosure of Corporate Governance Practices (“NI 58-101”) and National Policy 58-201: Corporate Governance Practices (“NP 58-201”) with the objective of providing greater transparency to Canadian capital markets regarding public companies’ corporate governance practices. NI 58-101 and NP 58-201 will come into effect on June 30, 2005 and will supersede the TSX Guidelines.
For purposes of this year’s disclosure of the Corporation’s corporate governance practices, the Corporation has assessed its current practices in the context of the guidelines and the disclosure requirements proposed by the CSA. The Corporation has also addressed the TSX Guidelines within the framework proposed by the CSA. The Corporation notes that the TSX has stated its intention to revoke its corporate governance guidelines and disclosure requirements when NI 58-101 and NP 58-201 come into force. The Board of Directors will continue to review its corporate governance practices with a view to overseeing its ongoing compliance with the new recommended corporate governance guidelines and required disclosure in NP 58-201 and NI 58-101.