Corporate Governance
The Board of Directors and Management of the Company are
committed to maintaining a high standard of corporate governance.
The Board has responsibility for the overall stewardship of the
Company and discharges such responsibility by reviewing,
discussing and approving the Company's strategic planning and
organizational structure and supervising management with a view
to preserving and enhancing the underlying value of the Company.
Management of the business within this process and structure is the
responsibility of the Chief Executive Officer and senior management.
The Board has adopted guidelines to assist it in meeting its
corporate governance responsibilities. The role of the Board,
the Chief Executive Officer, the Chairman, Lead Director and the
individual committees are clearly delineated. Together with the
Chairman, Lead Director and the Corporate Governance Committee,
the Board assesses its processes and practices regularly to ensure
its governance objectives are met.
Composition of the Board of Directors
The Board is comprised of experienced directors with a diversity
of relevant skills and competencies. The Board of Directors has
assessed each of the Company's 12 non-management directors to
be independent. These 12 directors are also considered independent
under the relevant securities regulations.
A more comprehensive analysis of the Company's approach to
corporate governance matters is included in the Management Proxy
Circular for the April 29, 2009 annual meeting of shareholders.
Board of Directors
W. GEOFFREY BEATTIE
President and CEO, The Woodbridge Company
(Investment company)
Mr. Beattie, 49, is the Chief Executive Officer of The Woodbridge
Company Limited (1998), the Thomson family's principal holding
company, Deputy Chairman of Thomson Reuters and Chairman of
CTVglobemedia Inc. Mr. Beattie is a director of The Royal Bank of
Canada, the Canadian Council of Chief Executives and the Dean's
Advisory Board of the Joseph L. Rotman School of Management
at The University of Toronto. Mr. Beattie is also a trustee of the
University Health Network.
Director since: 2008
JOHN L. BRAGG O.C.
Chairman, President and Co-CEO, Oxford Frozen Foods
(Food manufacturing)
Mr. Bragg, 68, founded Oxford Frozen Foods, an international frozen
foods supplier, in 1968 and Bragg Communications, Canada's fifth
largest cable television provider and a major Maritimes Internet
and wireline telephone service provider, in 1970. Mr. Bragg is an
Officer of the Order of Canada, and the Chancellor of Mount Allison
University. Mr. Bragg was appointed a Canadian Business Hall of
Fame Laureate in 2003, and was one of the original four members
inducted into the Nova Scotia Business Hall of Fame in 1993.
Director since: 2008
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PURDY CRAWFORD C.C.
Counsel, Osler, Hoskin & Harcourt (Law firm)
Mr. Crawford, 77, is a director of several Canadian companies.
Until February 2000, he was the non-Executive Chairman of Imasco
Limited and CT Financial Services. Mr. Crawford is a Companion
of the Order of Canada and a member of the Canadian Business
Hall of Fame.
Director since: 1995
JEFFREY GANDZ
Professor, Managing Director - Program Design, Richard Ivey
School of Business, University of
Western Ontario
Dr. Gandz, 64, has been a consultant for many Canadian and
multinational corporations and government ministries, and
is the author of several books, many articles and government
reports on a variety of subjects, including leadership and
organizational effectiveness.
Director since: 1999
JAMES F. HANKINSON
President and Chief Executive Officer, Ontario Power Generation
(Electric generation company)
Mr. Hankinson, 65, is a director of several Canadian companies.
Mr. Hankinson retired as President and Chief Executive Officer of
New Brunswick Power Corporation in 2002. He was President and
Chief Operating Officer of Canadian Pacific Limited until 1995.
Director since: 1995
ROBERT W. HILLER
Corporate Director
Mr. Hiller, 72, has served as a director and senior officer of a number
of large multinational food companies in the United States and
in Canada. Until 1991, he was Senior Vice-President and Chief
Financial Officer of the Campbell Soup Company Limited.
Director since: 1995
CHAVIVA M. HOŠEK , O.C.
President and Chief Executive Officer, The Canadian Institute
for Advanced Research (Research Institute)
Dr. Hošek, 62, received her Ph.D. from Harvard University in 1973.
She was Director of Policy and Research from 1993 to 2000 in the
Prime Minister's Office. Her career has included a term as Minister
of Housing for the Province of Ontario and a 13-year period as an
academic at the University of Toronto. Dr. Hošek serves as a director
of the Central European University and AllerGen NCE.
Director since: 2002
WAYNE A. KOZUN
Senior Vice President, Public Equities, Ontario Teachers' Pension
Plan (public sector pension fund)
Mr. Kozun, 43, joined Teachers' in 1995 and was most recently
Vice-President, Tactical Asset Allocation. Prior to joining Teachers',
Mr. Kozun was with Imperial Oil Limited and Northern Telecom. He
received the Chartered Financial Analyst designation from the CFA
Institute. Mr. Kozun has completed the Directors Education Program
of the Institute of Corporate Directors and his ICD.D designation
is pending.
Director since: 2009
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