About the Directors Majority voting Shareholders can vote for, or withhold their vote from, each director. Directors who receive more withhold than for votes must submit their resignation. The corporate governance and nominating committee will review the details surrounding the resignation and report to the board. The board will accept the resignation unless there are exceptional circumstances. The board will decide whether to accept the resignation within 90 days of the meeting and a news release will be issued disclosing the resignation or the reasons why the resignation was not accepted. The director will not participate in these deliberations. The resignation will be effective when it is accepted by the board. This policy applies only in uncontested elections, where the number of nominated directors is the same as the number of directors to be elected. 2022 attendance The table below shows the number of board and committee meetings held in 2022 and overall attendance. Quorum for board meetings is a majority of the directors and directors are expected to attend all meetings of the board and the committees they’re members of unless there are extenuating circumstances. Number of Overall meeting meetings attendance Board 8 100% Audit committee 5 100% Corporate governance and nominating committee 5 98% Management resources and compensation committee 5 100% Risk committee 5 100% Equity ownership The director profiles that follow include the value of In 2022, our independent directors were required each director’s equity ownership. We calculated the to receive at least 50% of the annual board value of equity ownership by multiplying the number retainer in equity. This increased to US$127,500 of their common shares and deferred share units (or approximately 55%) on January 1, 2023.The (DSUs) by $26.98, the closing price of our common director equity ownership requirement is six shares on the TSX on February 28, 2023. times the mandatory equity portion of the annual board retainer. We require all directors except Mr. Gori to own common shares, preferred shares and/or DSUs with a total market value of at least six times the mandatory equity portion of the annual board retainer. Mr. Gori has separate equity ownership requirements as President and CEO, which he meets (see page 107). In 2022, the mandatory equity portion of the annual board retainer was US$102,500. The corporate governance and nominating committee worked with an independent consultant to review director compensation again in 2022, and recommended that the board approve a 12% increase to director compensation to align with companies of similar complexity, received entirely in equity, and increasing the mandatory equity portion of the retainer to $127,500 (approximately 55% of the board retainer). This change went into effect January 1, 2023. Directors are expected to meet their equity ownership requirements within six years of joining the board. The minimum equity ownership requirement under the new model and as of February 28, 2023 was $1,041,089 (US$765,000, using an exchange rate of US$1.00 = $1.3609). Fluctuations in foreign exchange rates will cause variances in the minimum ownership requirements. 2023 Management information circular 17