ShawCor Ltd. | Energy Services • Global Solutions

The Board of Directors (the ""Board'') and management of the Company recognize that effective corporate governance is central to the prudent direction and operation of the Company in a manner that ultimately enhances shareholder value. The following discussion outlines the Company's system of corporate governance.

The business and affairs of the Company are managed under the supervision of the Board. Broadly, the Board reviews overall corporate strategy and business practices, assesses management's implementation of agreed strategies and reviews the results obtained. The Board's role consists of approval of strategic plans, the review of corporate risks identified by management and monitoring the Company's practices and policies for dealing with these risks, management succession planning, the monitoring of business practices and the assessment of the integrity of the Company's internal controls and information and governance systems. The Board oversees the Company's strategic planning process, reviews and approves strategies and assesses management's success in implementing the strategies. This is done regularly and through an annual special purpose board meeting held each year to review and approve the Company's strategic and annual business plan. The strategic plan is updated each year so that it always projects the next three-year period. Management reports to the Board quarterly, highlighting and commenting upon divisional performance compared with annual business plan forecasts and prior year results. As part of the strategic plan review process, the Board identifies and evaluates the principal opportunities and risks of the Company's businesses and seeks to ensure that management puts in place appropriate systems to manage the principal risks.

The corporate governance practices and policies of the Company have been developed under the general stewardship of the Corporate Governance Committee. The Committee believes that the corporate governance practices of the Company are appropriate for the Company. As a result of evolving laws, policies and practices, the Corporate Governance Committee regularly reviews the corporate governance practices and policies of the Company in order to facilitate compliance with applicable requirements and implements best practices appropriate to its operations. In recent years, the following steps have been taken by the Company as part of the ongoing process of enhancing its corporate governance:

•	instituted and updated mandatory share ownership guidelines for all directors, the Chief Executive Officer and other designated executives
•	reviewed and revised the mandate of the Board of Directors
•	reviewed and revised the charters for the Audit, Compensation, and Corporate Governance Committees and appointed only independent directors to these Committees
•	completed evaluations of the Board's performance as well as individual director's performance reviews
•	reviewed and updated its Code of Conduct for directors, officers and employees, a copy of which may be found on SEDAR (www.sedar.com)
•	instituted a whistleblower hotline to assist employees in reporting suspected violations of the Code of Conduct
•	created a Charter for and appointed an Executive Committee
•	established and appointed a Lead Director
•	instituted a majority voting policy for directors
•	instituted a DSU plan for directors
•	reviewed and updated its Confidentiality, Insider Trading and Disclosure policies


	To read ShawCor's caution regarding Forward Looking Statements, please click here.


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	Gary S. Love Vice President, Finance and CFO ShawCor Ltd. 25 Bethridge Road Toronto, Ontario Canada M9W 1M7 Phone: +1 (416) 744-5818 Fax: +1 (416) 743-9123 E-Mail: glove@shawcor.com

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