Life and Commerce

BOARD OF DIRECTORS CHARTER

I. PURPOSE The Board of directors of the Corporation is ultimately responsible for the stewardship of the Corporation. It does not actively manage but rather oversees the day-to-day management delegated to the President and Chief Executive Officer and the other officers of the Corporation. II. GENERAL ROLE AND MANDATE As part of the overall stewardship responsibility, the Board of Directors assumes responsibility for the following matters: 1. To the extent feasible, satisfying itself as to the integrity of the Chief Executive Officer (the “CEO”) and other executive officers and that the CEO and other executive officers create a culture of integrity throughout the organization. 2. Initially adopt and annually review a strategic planning process and strategic directions arising therefrom, taking into account, among other things, the opportunities and risks of the business of the Corporation, as well as review annually the critical assessment of these directions, of the actions taken to achieve them and the results of such actions. 3. Identify the principal risks inherent in the activities of the Corporation and assessing the implementation of appropriate systems to manage these risks. 4. Oversee succession planning, including the appointment, training and monitoring of the CEO and other executive officers of the Corporation. 5. Together with the CEO, approve corporate goals and objectives that the CEO is responsible for meeting and assess the CEO against these goals and objectives. 6. Establish and review annually corporate communication policies with respect to the following: (i) how the Corporation interacts with analysts, investors, other key stakeholders and the public; (ii) measures for the Corporation to comply with its continuous and timely disclosure obligations and to avoid selective disclosure and (iii) tipping and the purchase and sale of securities of the Corporation by insiders and other persons with a special relationship...