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- 10 -The performance review process is disclosed annually in the Corporation’s proxy circularwith sufficient detail.36. Assessment of Board and Individual Director PerformanceThe Governance Committee will oversee the an annual assessment of the overallperformance and effectiveness of the Board and each committee, the Chairman, eachcommittee chairman and each director. The results of these assessments will bereported to the Board as follows: the chairman of the Governance Committee will reporton the overall performance and effectiveness of the Board and each committee; thechairman of the Governance Committee will report on the performance of the Chairman;and the Chairman will report on the individual performance of each director (except theChairman). The objective of the assessments is to ensure the continued effectivenessof the Board in the execution of its responsibilities and to contribute to a process ofcontinuing improvement.CHARTER OF DIRECTOR EXPECTATIONSThe roles, responsibilities, qualifications and procedures of the board of directors of theCorporation (the “Board”) are set out in the Mandate for the Board of Directors of theCorporation (the “Mandate”) and the Corporation’s Corporate Governance Guidelines(the “Guidelines”). This Charter supplements the Mandate and the Guidelines byspecifying certain expectations the Board places on its directors. This Charter ofDirector Expectations will be published annually in the Corporation’s proxy circular.37. Personal AttributesThe Board considers a diverse group of candidates in the evaluation incumbent directorsand potential candidates for election to the Board. The Board believes that the bestdirectors exhibit the following qualities:(a)(b)(c)they have demonstrated integrity and high ethical standards;they have a proven track record of sound business judgment and good businessdecisions;; andthey have loyalty to the Corporation and are dedicated to its success.38. Professional StandardsIn discharging his or her responsibilities, each director must act honestly and in goodfaith with a view to the best interests of the Corporation and exercise the care, diligenceand skill that a reasonably prudent person would exercise in comparable circumstances.In keeping with these standards, the directors should demonstrate the following keytraits:(a)the director brings outstanding and relevant business or other valuableexperience, such as:(i)holds or has recently held a position of high-level responsibility;orporate Governance Guidelines November 2011