2 2 7 STATEMENT OF GOVERNANCE PRACTICES Board of Directors Composition of the Board – Independence The Board is currently comprised of ten directors. The Board has considered the independence of each of its directors. Consistent with National Instrument 58-101 – Disclosure of Corporate Governance Practices (“ N I 5 8 - 1 0 1 ”) and the corporate governance standards of the New York Stock Exchange (“ N Y S E ”), to be considered independent, the Board must conclude that a director has no material relationship with the Corporation. A “material relationship” is generally a relationship which could, in the view of the Board, reasonably interfere with the exercise of a director’s independent judgment and includes an indirect material relationship. The Board has concluded that eight directors (Dr. Farrow, Ms. Jensen, Ms. Maki and Messrs. Albanese, Evans, Gignac, Oliphant, an d Pew) are “independent” for purposes of Board membership, as provided in NI 58 -101 and by NYSE corporate governance standards, and therefore all of the direct ors are “independent” other than Messrs. Harquail and Brink, by virtue of their po sitions as former CEO and President & CEO, respectively. The Board has also considered the independence of its directors more generally and whether they are “related” or “affiliated” as defined by various governance ratings agencies and confirms its view that Dr. Farrow, Ms. Jensen, Ms. Maki and Messrs. Albanese, Evans, Gignac, Oliphant, and Pew ar e not “related” or “affiliated” with the Corporation in such a way as to affect their exercise of independent judgment. Shareholders and other interested parties may communicate with any member of the Board, including the Chair of the Board, and the independent directors as a group, by contacting the Chief Legal Officer & Corporat e Secretary at 199 Bay Street, Suite 2000, P.O. Box 285, Commerce Court Postal Statio n, Toronto, Ontario, Canada M5L 1G9. Independent Director Meetings At 100% of the meetings of the Board and its committees held during fiscal 2021 (including those that were not regularly scheduled meetings), the independent directors held an in-camera session at which non-independe nt directors and members of management were not present. It is the intention of the directors to continue to hold an in-camera session at each Board and Committee meeting.