Position Description of Chairman and Chief Executive Officer

As Updated September 2011

The Chairman and Chief Executive Officer is primarily responsible for overseeing the operations and affairs of the Board and the overall management of the business and affairs of the Company. In this capacity the Chairman and Chief Executive Officer shall establish the strategic and operations priorities of the Company and provide leadership for the effective overall management of the Company. The Chairman and Chief Executive Officer is directly responsible to the Board for all activities of the Company:

In fulfilling his or her responsibilities, the Chairman and Chief Executive Officer will be responsible for:

1. providing leadership to foster the effectiveness of the Board;
2. fostering a corporate culture that promotes integrity and ethical values throughout the organization;
3. ensuring there is an effective relationship between the Board and senior management of the Company;
4. developing and recommending to the Board long-term strategies and objectives for the Company that are consistent with creating shareholder value;
5. providing leadership and vision, maintaining a high level of employee morale and motivation, with a view to ensuring the implementation of the Company’s strategy;
6. developing and motivating executive officers, and providing overall management to ensure the effectiveness of the leadership team;
7. serving as the Company’s chief spokesman;
8. developing and reviewing with the Board the business plans and budgets that support the Company’s long-term strategy;
9. consistently striving to achieve the Company’s financial and operating goals and objectives;
10. ensuring that the day-to-day business affairs of the Company are appropriately managed;
11. overseeing the implementation of corporate policies;
12. ensuring compliance by the Company with all applicable laws, regulations and the Company’s code of conduct, including the requirements of the Office of the Superintendant of Financial Institutions and other applicable regulatory agencies;
13. ensuring that the appropriate committee structure is in place and assisting the Compensation and Nominating Committee in making recommendations for appointment to such committees;
14. working with the Compensation and Nominating Committee on candidates for nomination or appointment to the Board;
15. in consultation with the Lead Director and other members of the Board as appropriate, preparing the agenda for each meeting of the Board;
16. ensuring that the directors receive the information required for the proper performance of their duties, including information relevant to each meeting of the Board;
17. chairing Board meetings, including stimulating debate, providing adequate time for discussion of issues, encouraging full participation and discussion by individual directors and confirming that clarity regarding decision-making is reached and accurately recorded;
18. except as may be otherwise required by applicable laws, chairing all shareholder meetings;
19. together with the Board, ensuring that an appropriate system is in place to evaluate the performance of the Board as a whole, the Board’s committees and individual directors, with a view to ensuring that they are fulfilling their respective responsibilities and duties, and making recommendations to the Board for changes when appropriate;
20. ensuring that the Board remains fully informed through direct communication with the Board for all significant matters, and dealing with the Board in a manner that ensures that the Board is able to provide the best counsel and advice possible;
21. ensuring that succession plans are in place for the Company and creating and supporting leadership development plans and programs to attract and retain employees;
22. ensuring compliance by the Company with all applicable laws, regulations and the Company’s code of conduct;
23. reporting potential or suspected violations of the Code of Business Conduct and Ethics to the Board, without disclosing any personal information that could identify the complainant if the aforementioned person wished to remain anonymous; reporting any such violation that relates to auditing and financial matters to the Audit Committee; and
24. providing additional services required by the Board.

Position Description of the Committee Chairs

A committee chairperson is principally responsible for overseeing the operations and affairs of his or her particular committee. In fulfilling his or her responsibilities, the chair will be responsible for:

1. providing leadership to foster the effectiveness of the committee;
2. ensuring there is an effective relationship between the Board and the committee;
3. ensuring that the appropriate mandate for the committee is in effect and assisting the Board in making recommendations for amendments to the mandate;
4. in consultation with the other members of the committee and the Board, where appropriate, preparing the agenda for each meeting of the committee;
5. ensuring that all committee members receive the information required for the proper performance of their duties, including information relevant to each meeting of the committee;
6. chairing committee meetings, including stimulating debate, providing adequate time for discussion of issues, facilitating consensus, encouraging full participation and discussion by individual members and confirming that clarity regarding decision-making is reached and accurately recorded;
7. together with the Board, ensuring that an appropriate system is in place to evaluate the performance of the committee as a whole and the committee’s individual members, and making recommendations to the Board for changes when appropriate;
8. working with the Chief Executive Officer to ensure that the committee is provided with the resources to permit it to carry out its responsibilities and bringing to the attention of the Chief Executive Officer any issues that are preventing the committee from being able to carry out its responsibilities; and
9. providing additional services required by the Board and the Committee.

Position Description of Lead Director

The Lead Director will facilitate the functioning of the Board independently of management of the Company and provide independent leadership to the Board. In fulfilling his or her responsibilities, the Lead Director will be responsible for:

1. providing leadership to ensure that the Board functions independently of management of the Company and other non-independent directors;
2. providing leadership to foster the effectiveness of the Board;
3. working with the Chair to ensure that the appropriate committee structure is in place and assisting the Board in making recommendations for appointment to such committees;
4. suggesting items of importance for consideration on the agenda and working with the Chairman to set the agenda for each meeting of the Board;
5. in the absence of the Chair, chairing Board meetings, including stimulating debate, providing adequate time for discussion of issues, facilitating consensus, encouraging full participation and discussion by individual directors and confirming that clarity regarding decision-making is reached and accurately recorded; in addition, chairing each board meeting at which only nonmanagement directors are present.
6. as may be required from time to time, consulting and meeting with any or all of the directors, at the discretion of either party and with or without the attendance of the Chair;
7. representing the independent directors in discussions with management of the Company on corporate governance issues and other matters;
8. providing recommendations and advice to the Compensation and Nominating Committee on candidates for nomination or appointment to the Board;
9. recommending, where necessary, the holding of special meetings of the Board;
10. working with the Chair and the Chief Executive Officer to ensure that the Board is provided with the resources to permit it to carry out its responsibilities and bringing to the attention of the Chair and the Chief Executive Officer any issues that are preventing the Board from being able to carry out its responsibilities; and
11. providing additional services required by the Board.