5.2.1 Disclosure Policy Committee
The Corporation's Disclosure Policy Committee (Committee) is responsible for determining the materiality of any information and must react quickly to material developments, meeting and providing recommendations to the Chief Executive Officer (CEO) and the senior management team as required. The Committee consists of the Corporation's CEO, the Chairman of the Corporate Governance Committee, and the Chairman of the Audit Committee. In addition, the Corporation's external legal counsel and the Corporation’s CFO may be invited to meetings as deemed necessary by the members of the Committee.
The Committee will meet as conditions dictate and a quorum consists of at least two members of the Committee. The Committee or its members will ensure that spokespersons have been briefed and informed of all material events. From time to time, at the request of the Corporate Governance Committee of the Board of Directors, the Disclosure Committee shall report on the efficacy of this Policy, and, if appropriate, suggest modifications for improvements to this Policy.
The Committee will set benchmarks for a preliminary assessment of materiality, and will determine when developments justify public disclosure. It is essential that the Committee be kept fully apprised of all pending material developments involving the Corporation in order to evaluate and discuss those events, and to determine the appropriateness and timing for public release of information. If it is deemed that the information should temporarily remain confidential, the Committee will determine the process upon which such confidential information will be controlled and shall implement Trading Blackouts in accordance with the Trading Policy of the Corporation. The Committee will discuss matters pertaining to materiality and disclosure with the Corporation's external legal counsel and possibly the Investment Industry Regulatory Organization of Canada (IIROC)
