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May 16, 2006

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FRANÇAIS

THOMAS I.A. ALLEN, Q.C.

BRIAN E. BAYLEY

THOMAS EDWARD KIERANS, O.C.

ROBERT J. PRITCHARD

MICHAEL WILSON, O.C. (Task Force Member, August 2005 to February 2006)

 

Thomas I.A. Allen, Q.C.                       BACK TO THE TOP

Mr. Allen has been involved in advising numerous corporations on their corporate affairs, on corporate governance and on reorganizations and has been involved over many years in a variety of major transactions such as mergers, acquisitions and dispositions and related party transactions. With respect to public and private financings, Mr. Allen has advised domestic and foreign underwriters and a number of emerging and well-established issuers in connection with these financings.

With respect to alternative dispute resolution, Mr. Allen has acted as counsel to arbitrating parties on a number of occasions, including foreign utilities and has acted as an arbitrator and mediator in commercial disputes involving domestic and international parties. These arbitration matters have included acting as Chairman of the panel, a member of the panel and as sole arbitrator in a number of significant commercial disputes conducted ad hoc and through the auspices of the International Chamber of Commerce and the LCIA. Mr. Allen has acted as mediator of many commercial disputes.

Mr. Allen's broad experience in corporate and securities law, together with his background encompassing many years as a senior officer of a major Canadian investment dealer and merchant bank, and current position as Chairman of a Canadian investment banker, make him uniquely qualified to act as an arbitrator in international arbitrations which are either commercial in nature or involve the financial services industry.

Throughout his career in law, and in the investment banking industry, Mr. Allen has had a leading role in policy formulation.

Professional Involvement

Mr. Allen is a Fellow of the Chartered Institute of Arbitrators (London, England). He is also past Chairman of the Accounting Standards Oversight council of Canada and a former member of the Advisory Board of the Office of the Superintendent of Financial Institutions of Canada and part Chairman of the Corporate Finance Committee of the IDA, a former public director of the IDA, and a former member of the IDA's Executive Committee.

Mr. Allen has been a frequent speaker at conferences held by many organizations on topics relevant to the investment industry.

Mr. Allen was Chairman of the Allen Committee formed by The Toronto Stock Exchange to consider the timeliness and adequacy of corporate disclosure in Canada and to consider whether additional remedies, such as civil liability, should be available to participants in secondary markets who are damaged by faulty disclosure. He was also a member of the Zimmerman Committee appointed by the IDA to review certain aspects of the law governing take-over bids in Canada.

Mr. Allen was a member of the "Wise Persons' Committee" formed by the Canadian Minister of Finance to examine the structure of regulation in Canada's securities industry and is currently Chairman of the Task Force to Modernize Securities Legislation in Canada.

Mr. Allen is a member of the Board of Directors of a number of public corporations including Bema Gold Corporation, Geac Computer Corporation Limited, YM BioSciences Inc. and Middlefield Bancorp Limited. He is also a past member of the Board of Directors of Mount Sinai Hospital in Toronto.

Education

LL.B. (University of Western Ontario, 1963)
B.A. (University of Western Ontario, 1960)

Brian E. Bayley                       BACK TO THE TOP

Brian E. Bayley is President and Chief Executive Officer of Quest Capital Corp. ("Quest"). Quest trades on the Toronto Stock Exchange under the symbol QC. Quest is a merchant banking organization that focuses on providing bridge and mortgage financing, and corporate finance services. Quest's primary expertise is providing asset-backed commercial loans to companies operating in industries such as mining, oil and gas, manufacturing and real estate.

Donald W. Black, C.M.                       BACK TO THE TOP

Don Black is Deputy Chair & Chief Executive Officer of Greystone Capital Management Inc .

Don was born, raised and educated in Regina, where he has spent the entirety of what has been a successful, distinguished and varied career in business and community.

He began his business career with Houston Willoughby (now part of RBC Dominion Securities) in 1966, rising through the ranks to become President & Chief Operating Officer at the age of 32. In January 1983, just a month before his 36 th birthday, he moved to the public sector, spending nearly three years as President & CEO of Saskatchewan Government Insurance .

In 1985, Don returned to the private sector to become Chief Executive Officer of Pioneer Life Assurance Company . Following the sale of Pioneer Life in 1990, Don 's love for automobiles prompted him to purchase an automobile dealership, which he sold in 1992.

It was a stroke of good fortune that permitted his return to the financial services industry. Coincident with the sale of the automobile dealership, Greystone Capital was looking for a new leader. Don was appointed President & Chief Executive Officer of Greystone in March of 1992. Under his leadership, Greystone revenues have grown more than 15 times and assets under management have multiplied more that 6 times to $25 billion, placing the company as Canada's 9 th largest manager of pension fund assets.

Don Black has served as a director of a number of public and private companies, industry associations and charitable organizations. He currently serves as: a trustee of TGS North American REIT ; a director of Investment Saskatchewan Inc .; Chair of the board of the Canadian Scholarship Trust Foundation ; and, a public director of the Investment Dealers Association of Canada .

He remains active in community endeavors as: Vice-Chair of the board of trustees of the Government House Foundation of Saskatchewan ; the Saskatchewan Chair of the CNIB 'That All May Read' National Capital Campaign ; a director of the RCMP National Heritage Centre; Honorary Chair of the United Way of Regina Leadership Giving campaign; Honorary Co-Chair of the Tomorrow Fund; and, Chair of the Sponsorship Committee for the Lieutenant Governor's Centennial Gala.

Don was appointed a Member of the Order of Canada in 2002; and, in 2003 was awarded the Queen Elizabeth II Golden Jubilee Medal and, in 2005 was awarded the Saskatchewan Centennial Medal and received a Saskatchewan Distinguished Service Award.

Professor John C. Coffee, Jr.                       BACK TO THE TOP

Professor John C. Coffee, Jr. is the Adolf A. Berle Professor of Law at Columbia University Law School and Director of its Center on Corporate Governance. He is a Fellow at the American Academy of Arts and Sciences and has been repeatedly listed by the National Law Journal as among its A 100 Most Influential Lawyers in America."

Professor Coffee has been a member of the Legal Advisory Board to the New York Stock Exchange, the Legal Advisory Board of the NASD, the Market Regulation Committee of the NASD, and the Economic Advisory Board to Nasdaq. He served as a Reporter to the American Law Institute for its PRINCIPLES OF CORPORATE GOVERNANCE: Analysis and Recommendations, was a member of the SEC's Advisory Committee on the Capital Formation and Regulatory Processes, and served as chairperson of the Section on Business Associations of the Association of American Law Schools.

Professor Coffee is the author or editor of several widely used casebooks on corporations, securities regulation, takeovers, and business organization and finance, including Coffee and Seligman, Cases and Materials on Securities Regulation (9 th ed. 2000), Choper, Coffee and Gilson, Case and Materials on Corporations (6 th ed. 2004), Klein and Coffee, Business Organization and Finance (9 th ed. 2004), and Coffee, Lowenstein, and Rose-Ackerman, Knights, Raiders and Targets: The Impact of the Hostile Takeover (Oxford University Press 1988). Professor Coffee has also been a visiting professor of law at Harvard, Stanford, Michigan and Virginia law schools and at several foreign law schools and began his teaching career at Georgetown University Law Center. According to a recent survey of law review citations, Professor Coffee is the most cited law professor in law reviews in the combined corporate, commercial, and business law field. Before entering academia, he practiced corporate law as an associate with the firm of Cravath, Swaine & Moore in New York City. He is a graduate of the Yale Law School and Amherst College.

In 2005, a popular internet law and journalism website - www.lawdragon.com - also published its list of the 500 most important lawyers in the United States and listed Professor Coffee.

 

Jill Denham                       BACK TO THE TOP

Jill Denham was recently the Vice Chair, CIBC Retail Markets (2001-2005), an organization of more than 19,000 employees who together provide financial services to approximately nine million retail and 470,000 small business clients in Canada.

Ms. Denham joined Wood Gundy in 1983 as an Assistant Vice-President in Corporate Finance and was promoted to Vice-President in 1986 and Director in 1987. Jill became Vice-President and Director of the Merchant Banking division of CIBC Wood Gundy Capital in 1990, and became President of that division in 1992. During the 1990s, Jill ran CIBC Wood Gundy's Bank Business in London, England & the Commercial Banking Business in Cda.

The Financial Post has named her one of the Top 50 Most Influential Women in Canada for the past three years. In 2004 US Banker named her the eighth most influential female banking executive in North America. Jill is a Director of the SickKids Foundation Board and the Prostate Cancer Research Foundation.

Ms. Denham holds an HBA from the University of Western Ontario School of Business Administration and an MBA (Baker Scholar) from the Harvard Business School.

Ms. Denham is married and has three children.

Pascale Elharrar                       BACK TO THE TOP

Pascale Elharrar is Managing Director & Associate General Counsel, Legal Department, at BMO Capital Markets / BMO Nesbitt Burns ("BMO"), one of the country's leading investment firms. She leads the BMO Legal team within Quebec, and is principally responsible for civil and regulatory securities litigation. Prior to joining BMO in 2001, she practiced commercial and securities litigation at the law firm of Bélanger Sauvé. Ms. Elharrar is a speaker at conferences on legal and compliance matters of interest to the investment industry.

Ms. Elharrar holds a B.A.(Distinction) from Concordia University, and a LL.B (Martineau Award) from Université de Montréal. She sits on the Board of Directors of the Lord Reading Law Society.

Stanley H. Hartt, O.C                       BACK TO THE TOP
(Task Force Member, April 2006 to September 2006)

Stanley Hartt is the Chairman of Citigroup Global Markets Canada Inc. based in Toronto. Prior to joining Citigroup, he was Chairman, President and Chief Executive Officer of Campeau Corporation (later O&Y Properties Corporation) from 1990 to 1996. From 1989 to 1990 he was Chief of Staff, Office of the Prime Minister. During the period 1985-1988 he was Deputy Minister, Department of Finance. From 1965-85 he was a partner with the law firm of Stikeman Elliott.

Born in Montreal, he earned an Honors B.A. degree in 1958, an M.A. degree in 1961 and a B.C.L. degree in 1963 all from McGill University.

He currently sits on the Board of Directors for Citibank Canada and Citigroup Global Markets Canada Inc.

Thomas Edward Kierans, O.C.                       BACK TO THE TOP

Thomas Edward (Tom) Kierans is the Chairman of CSI Global Education Inc. the Canadian Journalism Foundation. He is past Chairman of the Canadian Institute for Advanced Research, Canada's "research university without walls," and conducts basic research programs in the social and natural sciences.

Tom's long career began at Nesbitt, Thomson and Company (1963-1974), where he rose to become vice president, director, and principal contributor of capital with responsibility for all research, trading, sales, and syndicating operations. From 1974 to 1979, at Pitfield, Mackay, Ross and Company, he served as senior vice president, director, and principal contributor of capital, specializing in public- and private-sector utility finance and in government finance. At McLeod Young Weir (later Scotia McLeod), he served as president (1979-1989); he then served as president and chief executive officer of the C.D. Howe Institute, Canada's leading independent, nonpartisan public-policy research institute from 1989 to 1999.

Tom serves as a director of Manulife Financial Corporation, Mount Sinai Hospital Foundation of Toronto, Mount Sinai Hospital Research, Teleglobe, Telesat Canada, Lazard Canada Corporation, Petro-Canada (where he also served as chairman, 1996-Janunary 2000), and IPSCO (where he has twice served as chairman). He was a member of the advisory board of Westwind Partners and BCE, the former chairman of the Toronto International Leadership Centre for Financial Sector Supervision. Additionally, he has served on the board of directors of several other privately owned Canadian companies.

Tom has been a member of such diverse organizations as the Business Council on National Issues, the (Canadian) Citizens' Forum on Canada's Future (a Royal Commission), the Toronto Stock Exchange Committee on Corporate Governance, the York University Faculty of Administrative Studies Advisory Council, the Ontario Hospital Association Governance Leadership Council, and the Social Sciences and Humanities Research Council. He has served as chairman of the Royal Ontario Museum, the Energy Options Advisory Committee for the Federal Government of Canada, the Ontario Economic Council, and United Way of Greater Toronto, and as director of the Institute for Research on Public Policy and the Writers' Development Trust. He has taught at the School for Policy Studies, Queen's University, and is a frequent contributor to Canadian public-policy journals.

Tom was born in Halifax, Nova Scotia, received an honors Bachelor of Arts degree from McGill University in economics and political science in 1961. In 1963 he received a Masters of Business Administration degree from the University of Chicago. He also received an honorary doctorate in law from the Royal Roads Military College and was appointed an officer of the Order of Canada in 2000.

Tom is married to the journalist Mary Louise Janigan and is the father of Renata Anne and Julia Alexandra. In his leisure time Tom enjoys literature, history, scuba diving, bicycling, backpacking, and trekking.

L. Jacques Ménard, O.C.                       BACK TO THE TOP

L. Jacques Ménard is Chairman of BMO Nesbitt Burns, one of the country's leading investment firms. He is also President of BMO Financial Group, Quebec. As such, he oversees the activities of BMO Bank of Montreal, its subsidiaries, and its more than 170 branches and 5,000 employees in the province.

The list of organizations that have drawn on Mr. Ménard's abilities as a director is impressive. He is currently a director at Bowater Incorporated, at the Canadian Public Accountability Board (CPAB), at the Montreal Heart Institute, at the Montreal Symphony Orchestra and with the Montreal Alouettes.

A past Chairman of the Board of Hydro-Quebec (1996-2001), the Montreal Exchange, Trans-Canada Options Corporation and the Investment Dealers Association, Mr. Ménard has also been a board member of Gaz Métro, Rona inc. and several other industry organizations during his more than 30-year career in the investment banking industry. He is currently a member of the Advisory Board of the Institute of Corporate Directors (Quebec chapter) and a Board Associate of Canadian Policy Research Networks Inc.

Over the years, Mr. Ménard has also been active in various economic and civic organizations. Presently a Governor of the Conseil du patronat du Québec, he has also served as Chairman and President of the Board of Trade of Metropolitan Montreal (1989-1991) and a member of the Economic Council of Canada.

Known for his community involvement, Mr. Ménard is currently Co-chair of the Growing up healthy fundraising campaign of the Sainte-Justine Hospital Foundation and Honorary Chairman of EPOC MONTREAL, an organization that gives underprivileged youth access to the training they need in order to integrate into the community. He also holds a seat on the International Advisory Board of HEC Montréal and the Board of Directors of the Macdonald Stewart Foundation. Mr. Ménard was a Director of Centraide of Greater Montreal for several years and Co-chairman of its fundraising campaign in 1992. He was also President of the Ordre des jeux du Québec in 1994.

In 1993, in recognition of his deep social commitment, Concordia University's Faculty of Commerce and Administration presented him with its Award of Distinction for his professional accomplishments and outstanding service to the community. In February 2002, he received the McGill University Faculty of Management Achievement Award in acknowledgement of these same qualities. In May 1995, the Canadian Friends of Hebrew University in Jerusalem bestowed its Scopus Award on Mr. Ménard in recognition of his leadership involvement in the community, the world of education and of business. In June 2001, Université de Sherbrooke's Faculty of Administration awarded him an honorary doctorate. In April 2005, the Federation of Québec Chambers of Commerce, underscored Mr. Ménard social commitments by presenting him with its Award of Merit in philanthropy.

Mr. Ménard is an Officer of the Order of Canada.

Colleen J. Moorehead                       BACK TO THE TOP

President and Chief Executive Officer

Colleen Moorehead is President and Chief Executive Officer of Nexient Learning Inc. Ms. Moorehead is a recognized leader whose vision and operational expertise will be invaluable as the Company capitalizes on its dominence in Corporate Skills Training with a focus on top line growth and bottom line results for its shareholders. Under Ms. Moorehead's leadership, the Company serves its clients' broad spectrum of needs with award-winning learning assets delivered across Canada.

Colleen's career spans 25 years in the Canadian capital markets. Prior to joining Nexient Learning as CEO in April 2006, she was the Past President E*TRADE Canada and Past Vice President and General Manager E*Trade Financial Global Corporate Services. As the President of E*TRADE Canada, Ms. Moorehead led the organization from a start-up to becoming the largest independent on-line investment firm in Canada serving both retail and sophisticated institutional investors. Prior to joining E*TRADE, Ms. Moorehead was the Vice President and Managing Director of CIBC World Markets. She also has held progressive management positions at industry- leading brokerages including Wood Gundy, Merrill Lynch and Moss Lawson.

Ms. Moorehead is a co-founder of The Judy Project, an Enlightened Leadership Forum for Executive Women at the Joseph Rotman School of Management, University of Toronto, and currently serves as its Business Director. She also serves, and has served, on many professional and community boards including, The Task Force to Modernize Securities Legislation in Canada, Canadian Scholarship Trust Foundation, Canadian e-Business Initiative, Covenant House of Toronto, TSX Policy Committee, Investment Dealers Association, and Stratford Summer Music.

Robert J. Pritchard                       BACK TO THE TOP

Robert J. Pritchard has been a Director of Taylor Gas Liquids Ltd., the general partner of Taylor NGL Limited Partnership, since December 2000, and is also currently President and Chief Executive Officer.

Mr. Pritchard was previously Vice President Business Development for Solex Energy Inc., the predecessor to Taylor. He joined Solex in 1995 in the capacity of Manager of Business Development. During Mr. Pritchard's tenure, Solex purchased the Younger Extraction Plant located in Taylor, British Columbia and subsequently took the asset public in 1996 as the Taylor Gas Liquids Fund, the predecessor of Taylor NGL Limited Partnership.

Since 1996 Solex invested over $70 million in plant expansions and improvements as part of an active business development strategy. In addition to operating the Younger Plant, Solex also actively acquired and sold oil and gas assets totalling $145 million. These assets were owned and operated by Solex and included the Kakwa oil field, the Nipisi oil field, natural gas gathering pipelines and infrastructure at the Pass Creek area and a natural gas pipeline in the Windfall area.

Prior to joining Solex, Mr. Pritchard was employed by Amoco Canada Petroleum Company in Whitecourt, Alberta as the Superintendent, West Whitecourt Area responsible for the operation of the West Whitecourt Plant, the Windfall and Pine Creek gas fields. The West Whitecourt Plant is one of the largest sour gas processing facilities in Alberta with a licensed inlet capacity of over 400 mmscf per day.

Over his 15 year career with Amoco, Mr. Pritchard held several management positions in Calgary including Resource Manager, West Whitecourt Area and various Engineering Group Supervisor assignments in operations and reservoir engineering. Mr. Pritchard has also held positions at Amoco's research facility in Tulsa, Oklahoma and worked in the Edmonton and Elk Point, Alberta field offices with a focus on heavy oil production and reservoir engineering.

 

Michael Wilson                       BACK TO THE TOP
(Task Force Member, August 2005 to February 2006)

Michael Wilson, until his February 2006 appointment as Canadian Ambassador to the United States, was Task Force member and Chairman of UBS Canada, with oversight of this major global financial institution's investment bank, pension fund management, and wealth management businesses in Canada. Prior to joining UBS in July 2001, Michael Wilson was responsible for RBC Financial Group's institutional asset management business. He has also served as a Vice Chairman of RBC Dominion Securities, responsible for senior client relationships and advice to both Canadian and international companies and governments. He has held senior federal cabinet posts in Finance; and Industry, Science & Technology & International Trade in the Government of Canada. Mr. Wilson is a Director of BP p.l.c. and Manulife Financial. He has also been active in a number of community organizations in Canada and the United States and is the Chair of the Canadian Council for Public-Private Partnerships and the Canadian Coalition for Good Governance. Mr. Wilson is an Officer of the Order of Canada.