8 8 pre-approve services (other than the annual audit service engagement) without the requirement for a specific proposal where the scope and parameters of such services and their attendant fees are clearly defined. The ARC must be informed in writing at its next scheduled meeting of any engagement of the external auditor to provide services in such circumstances. The Audito r Independence Policy deems de minimus non-audit services to have been pre-approved by the ARC in limited circumstances and subject to certain conditions being met. The Auditor Independence Policy prohibits the external auditors from providing any of the following types of non-audit services: (a) bookkeeping or other services related to the accounting records or financial statements; (b) financial information systems design and implementation; (c) appraisal or valuation se rvices, fairness opinions, or contribution-in- kind reports; (d) actuarial services; (e) internal audit outsourcing services; (f) management functions or human resource s services; (g) corporate finance or other services; (h) broker-dealer, investment adviso r or investment banking services; (i) legal services; (j) expert services; and (k) any ot her service that under applicable law and generally accepted auditing standards cannot be provided by an external auditor. The Auditor Independence Policy provides that the external auditor should not be precluded from providing tax or advisory services that do not fall within any of the categories described above, unless the provis ion of those services would reasonably be expected to compromise the indepe ndence of the external auditor. Item 4 – “Say-on-Pay” Advisory Resolution Shareholders of the Corporation are being given the opportunity to vote on an advisory basis “for” or “against” the Corporation’s a pproach to executive compensation through the following resolution (the “ S S a y - o n - P a y A d v i s o r y R e s o l u t i o n ”): B E I T R E S O L V E D T H A T , on an advisory basis and not to diminish the role and responsibilities of the board of directors of the Corporation, the shareholders accept the approach to executive compensation as disclosed in the Corporation’s management information circ ular dated March 21, 2022. The Board recommends to shareholders of the Corporation that they vote FOR the Say-on-Pay Advisory Resolution. Unless the shareholder has specified in the enclosed form of proxy that the common shares represented by such proxy are to be voted against the Say-on-Pay Advisory Resolution, the persons named in the enclosed form of proxy intend to vote F O R the Say-on-Pay Advisory Resolution. Since the vote is advisory, it will not be binding on the Board or the CESGC. However, the Board and, in particular, the CESGC, will cons ider the outcome of the vote as part of its ongoing review of executive compensation. The Corporation’s approach to executive compensation was accepted at the previous shareholder meeting in 2021. This advisory vote indicated “for” 117,963,681 (95.52%) and “against” 5,53 8,506 (4.48%). For further information on the Corporation’s ap proach to executive compensation, please refer to pages 46 to 82 of this Circular.