Summary

In July 2000, the Toronto Stock Exchange (the “TSX”), the TSX Venture Exchange and the Canadian Institute of Chartered Accountants mandated the Joint Committee on Corporate Governance (the “JCCG”) to review the state of corporate governance practices in Canada and recommend changes that will assure the ongoing development of Canadian corporate governance standards as among the best in the world. The JCCG tabled its preliminary report in March 2001 and, following extensive comments from various stakeholders, issued its final report in November 2001 (the “JCCG Report”). The Joint Committee on Corporate Governance Report contains 15 recommendations, the majority of which propose modifications to the existing TSX Corporate Governance Guidelines (the “Guidelines”) introduced in 1995. In response, the TSX is proposing that certain amendments be made to the Guidelines. Other recommendations of the JCCG will be reflected in Practice Notes to the Guidelines. The TSX has also amended the disclosure requirements in the TSX Company Manual, principally by consolidating sections 473 and 475.