The Board has responsibility for the stewardship of the Corporation. In early 2005, the Board adopted Terms of Reference that were designed to assist the Board and management in clarifying their respective responsibilities and ensuring effective communication between them.

In carrying out its mandate, the Board meets regularly and a broad range of matters are discussed and reviewed for approval. These matters include overall corporate plans and strategies, budgets, internal controls and management information systems, risk management as well as annual financial and operating results. The Board is also responsible for the approval of all major transactions, including equity issuances and the Corporation's debt and borrowing policies. The Board strives to ensure that actions taken by the Corporation correspond closely with the objectives of its shareholders. The Board meets at least once annually to review in depth the Corporation's strategic plan and it reviews the Corporation's resources which are required to carry out the Corporation's growth strategy and to achieve its objectives.

The Chairman of the Board is charged with ensuring that the Board carries out its responsibilities and that these responsibilities are clearly understood by all of its members. The Chairman also ensures that the Board can function independently of management, that the necessary resources and procedures are available or in place to support its responsibilities, and that the appropriate functions are delegated to the relevant committees. The Chairman is responsible for overseeing and setting the board agendas, for the quality of information sent to directors and for the in camera sessions held without management. The Chairman is also responsible for assuring a process is in place for an annual performance review of the Chief Executive Officer which is conducted by the Board and senior management succession planning matters.