The Board of Directors and senior management at Cordy consider good corporate governance to be central to the effective operation of our company. We are committed to maintaining a high standard of corporate governance.

The Board of Directors has delegated primary responsibility for the development of certain governance practices and mechanisms to the Governance Committee. The Governance Committee's guidelines provide that the responsibilities of this committee include: (i) establishing and reviewing member characteristics for the Board of Directors; (ii) evaluating, identifying and recommending nominees to the Board of Directors; (iii) monitoring and reviewing the education and development of members of the Board of Directors; (iv) recommending directors to serve as committee members and chairs; (v) reviewing and developing corporate governance guidelines, policies and procedures for the Board of Directors; (vi) establishing and implementing evaluation processes for the Board of Directors, committees and chairs; (vii) establishing procedures for the engagement of independent counsel by a director; (viii) reviewing disclosure by the Corporation of matters within the committee's mandate; and (ix) reviewing and evaluating the committee's guidelines.

The Board of Directors has also adopted a number of policies including those related to insider trading and reporting, disclosure and confidentiality, and a whistleblower policy. The whistleblower policy provides employees and third parties with the ability to report, on a confidential and anonymous basis, any violations within our organization including, but not limited to, falsification of financial records, unethical conduct, harassment or theft. Reports may be filed anonymously by telephone or the internet. The Board believes that providing a forum to raise concerns about ethical conduct and treating all complaints with the appropriate level of seriousness fosters a culture of ethical conduct within our organization.

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