8 Components that Impact Board Effectiveness 1 Analyze Current Board Functioning Board Action Plan Board Composition Board Leadership Board Dynamics Board Agendas and Meetings Board Information Board/ Management Relationship Board Committees Board Processes Source: Great Companies Deserve Great Boards: A CEO’s Guide to the Boardroom, Palgrave-Macmillan, 2011

Agenda Magazine 2011 Survey of 770 directors How effective do you consider your board evaluation process? Have you changed your board evaluation process in the past 2-3 years? 31%

Board Engagement in Strategy SWOT (Strengths, Weaknesses, Opportunities, Threats) Strategic Alternatives Strategic Choice Strategy Implementation Educating the board about key business factors Where most CEOs Engage their Boards On Strategy Optimal Point to Engage Board On Strategy

Appendices

5 Hallmarks of a High-Performing Board 1. When you ask the CEO and executives how the board about the board’s most significant contributions – how the board really adds value for the company – they reply positively and can give 2-3 specific and substantive examples. 2. When you ask the board members the same question, they can also provide 2-3 specific and substantive examples. 3. When you ask board members if the board can improve in any way, they can give you at least 2-3 ideas for further improvement – high performing boards become that way through a mindset of “continuous improvement”. 4. The climate of the boardroom is one of vibrancy, energy – good give and take on important issues impacting the company 5. The performance of the company – financial, operating and strategic performance – is strong. A high performing board ultimately guides a company to increased value for shareholders. 5

How Satisfied are You With?? 15% 50% 20% Source: PWC 2011 Study of approx. 800 US public company board members.

# of Outside Directors with Industry Knowledge: Top 100 CDN Companies ( Spencer Stuart 2011 Board Index )

Board Composition: Amazon.com NameAgeTenureBoardsExperience/Background A. Monie 6142 CEO Ingram Micro; formerly Pres. of Ingram’s Asia/Pacific Region based in Singapore B. Kirkorian 4411 Co-founder of digital TV tech firm (SlingMedia) J. Gorelick 6102 Former Deputy US Attorney General J. Bezos Chairman and CEO; founder J. Seely Brown 7183 Former Chief Scientist, Xerox. J. Rubinstein 5521 SVP Product Innovation, Hewlett-Packard; former CEO, Palm (acquired by HP) P. Stonesifer Former SVP, Interactive Media Division, Microsoft T. Ryder Former CEO, Readers’ Digest; Chairman, Virgin Mobile T. Alberg Lead Director; Managing Director, venture capital firm investing in tech companies Wm. Gordon 6292 Founder, Electronic Arts; Partner, Kleiner Perkins 8

Board Composition: Intuitive Surgical NameAgeTenureBoardsExperience/Background A. Levy CEO, Incline Therapeutics; co-founder and CEO Northstar Neuroscience A. Johnson 5921 CEO, Market Tools (software services) C. Barratt 4911 CEO, Antheros (semiconductors); co-inventor of many US patents in wireless communications Dr. F. Loop 7572 Retired CEO, Cleveland Clinic ; cardiac surgeon E. Halvorson 6292 Lawyer; former COO, Salem Communications G. Guthart Chief Executive Officer. Part of core team who developed computer-enhanced surgery at Stanford G. Stalk 6151 Senior advisor and fellow, Boston Consulting Group; professor of strategy, Rotman Business School L. Smith Former CEO, Intuitive (software), previously with IBM M. Rubash 5451 Chief Financial Officer, Heartflow (med. devices), former CFO, Shutterly (personal publishing) 9

If There Were 13 Seats in the Boardroom….. Family Industry Experience Food & Drink International Experience Finance: Accounting Finance: Capital Markets Branded Goods Industry Experience Retail Government Political, Regulatory Legal, Risk, Insurance Mergers & Acquisitions CEO Experience