> The Board of Directors and Trustees
The Trustees of the Priszm Income Fund believe that good corporate governance is essential to the proper operation of the Fund. The Fund is a trust created to hold, directly or indirectly, the securities of Priszm Limited Partnership and does not conduct any active business. The active business of Priszm Limited Partnership is overseen by the Board of Directors and its committees, placing the focus of the corporate governance structure at the operating level and decision-making and supervision closest to the relevant areas.
The Board of Directors currently has three committees: the Audit Committee , the Compensation Committee and the Governance Committee.
Each committee is entirely composed of outside directors, each of whom is unrelated as defined within the meaning of the TSX Guidelines.
The committees report and recommend actions to the Board of Directors and, as needed, to the Trustees. The Trustees are also members of the Board of Directors, facilitating reporting and information exchange.
The Board of Directors holds regular meetings to review the business and affairs of Priszm Limited Partnership and to make decisions relating thereto. The Board of Directors, in conjunction with management, participates in the strategic planning process, identifies the principal risks of the business of Priszm Limited Partnership and seeks to implement appropriate systems to manage these risks, as well as seeking to ensure the integrity of the internal controls and management information systems of Priszm Limited Partnership. The Fund has adopted a communications policy which established procedures which govern communications with the public, including analysts and unitholders. The policy, among other things, designates spokespersons for the Fund and prohibits and provides guidance in the area of selected disclosure.
The Board of Directors has determined that material matters outside the ordinary course of business should be subject to its review. This would include material acquisitions or divestitures, among other things.
The Board of Directors and its committees meet without management present on a regular basis. The Board of Directors is empowered to engage outside advisors at the company's expense, when appropriate and subject, in each case, to the approval of a committee of the Board. This process is available to each Trustee or member of the Board of Directors and is available for members of committees of the Board of Directors.
Sincerely,
Priszm Board of Directors and Trustees