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Strong governance has been a hallmark of Veresen since its inception in 1997 and remains a fundamental responsibility of the Board. We see effective governance as a core value that cultivates trust and ultimately enhances shareholder value.

The Corporate Governance and Nominating Committee believes the corporate governance practices of Veresen are appropriate. As a result of evolving laws, policies and practices, the Corporate Governance and Nominating Committee continuously review the practices and policies of Veresen to ensure that Veresen complies with all applicable requirements. In this regard, the Corporate Governance and Nominating Committee has developed and implemented, and continues to develop, implement and refine, formal policies and procedures that reflect Veresen’s commitment to exemplary corporate governance and clear disclosure

The following discussion outlines Veresen’s system of corporate governance, including various matters addressed by National Instrument 58-101 — Disclosure of Corporate Governance Practices (the “Disclosure Instrument”) and National Policy 58-201 — Corporate Governance Guidelines, (the “Guidelines”) as adopted by the Canadian Securities Administrators with effect as of June 30, 2005.

Composition of the Board

The Board of Directors currently consists of nine directors who provide a wide diversity of business experience. Eight of the members of the Board of Directors are independent as defined under applicable Canadian securities legislation. In accordance with such legislation, the Board of Directors defines a director to be “independent” if he or she has no direct or indirect material relationship with Veresen as determined by the Board of Directors in consultation with the Corporate Governance and Nominating Committee. A “material relationship” is a relationship which could, in the Board of Directors’ view, be reasonably expected to interfere with the exercise of a director’s independent judgment.

Policies and Procedures

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