June 10, 2016

Dear TI Canada Member:

Re: TI Canada AGM on June 21, 2016

This is to confirm that the Nineteenth Annual General Meeting will be held on June 21, 2016 from 17:00 – 18:00 EDT at

Aird & Berlis LLP 181 Bay Street, Suite 1700, Toronto, ON M5J 2T9

If you would like to dial-in for the meeting, please use the following information:

Participant Code: 2134203 Local Call In: 416-849-9126 Toll Free (North America only): 1-877-848-5559

Please ensure you are a TI Canada member in good standing prior to the meeting. If you have not already done so, please renew your membership for 2016, by going to our website and paying the $100 membership fee.

In preparation for this meeting, please find enclosed the following materials:

1) Agenda 2) Executive Director’s Report 3) Audited Financial Statements as at December 31, 2015 4) Draft Minutes of the TI Canada 2015 AGM 5) Proxy Form 6) Nomination of Board Members

We look forward to seeing you on June 21, 2016.

AGENDA

Transparency International Canada Nineteenth Annual General Meeting

June 21, 2016 17:00 – 18:00 EDT

Aird & Berlis 181 Bay Street, Suite 1700 Toronto, ON M5J 2T9

1. Approval of Minutes of 2015 Annual General Meeting

2. Executive Director’s Report

3. 2015 Audited Financial Statements – for receipt

4. Approval of Auditors

5. Election of New TI Canada Chair and New Board Members

6. Other Business

Dial-In Participant Code: 2134203 Local Call In: 416-849-9126 Toll Free (North America only): 1-877-848-5559

EXECUTIVE DIRECTOR’S REPORT

Overview

2015 was an important year for Transparency International Canada. Through the voluntary efforts of our members, our Regional Groups, our Committees and our Board we were able to undertake many new initiatives and projects to advance our cause, including the commencement of three new TI Canada projects, the hiring of a fundraising consultant, an improved presence in the media/social media, and increased engagement with our partners and supporters.

The ultimate goal for the next year five years is to build a strong TI Canada to allow for the Chapter to have greater responsiveness, presence, performance, and impact in all areas we identify as priorities.

We have a long road ahead and are looking forward to new challenges and opportunities. Our Work

From June 2015 to June 2016, our work was primarily focused on whistleblower protection, business ethics and compliance, beneficial ownership transparency/anti-money laundering and promotion of integrity in public procurement.

Much of this work was in the form of letter writing by members of TI Canada Legal Committee, presentations and media interviews, TI Canada events and discussions, and meetings with external stakeholders. Of note are our comments to former Minister of Public Works and Government Services, Diane Finley regarding the Integrity Regime wherein we stated that the debarment system must be transparent and accord to the basic standards of procedural fairness to be credible, durable and effective. We also maintained that supplier debarment must be established as a statutory or regulatory rather than as a policy instrument. TI Canada’s Legal Committee also provided feedback to the Ontario Securities Commission (OSC) regarding their new whistleblower policy offering whistleblowers financial rewards for coming forth with timely information that leads to imposition of monetary sanctions. The policy was further discussed at our Day of Dialogue in May 2016 following a presentation by the OSC.

With pro bono help from Osler, Hoskin, Harcourt LLP, TI Canada and TI Secretariat successfully intervened in the Supreme Court of Canada case of World Bank Group v. Kevin Wallace et al. in support of whistleblower protections. We argued that global anti-corruption efforts cannot be successful without full-bodied protections for whistleblowers, who play a critical role in exposing corruption, fraud, mismanagement and other wrongdoing, often at serious personal risk. We also argued that a broad recognition from the Supreme Court of Canada of the privileges and immunities that Canada grants to international organizations is essential to Canada’s continued participation in the fight against corruption.

This year’s events included our annual Day of Dialogue and a very well attended discussion on International Anti-Corruption Day regarding Canada’s anti-money laundering controls and beneficial ownership regulatory framework. TI Canada also contributed its expertise and opinion at a roundtable organized by the Institute for Research on Public Policy regarding Canada’s policies to combat white-collar crime. Additionally, we had the pleasure of co-hosting an event with the Ethics Centre discussing corporate criminality and the need to strike

the right balance between punishment, deterrence and individual accountability. Due to its popularity, TI Canada once again held a training session (our third) at the Prospectors and Developers Association in Canada (PDAC) conference in Toronto in March 2015, in partnership with Export Development Canada. Fundraising, Capacity Building, and Organizational Development

Significant efforts were dedicated this year to capacity building, fundraising and institutional development with the ultimate goal of making TI Canada a strong Chapter to ensure delivery of concrete, tangible and measurable results in the fight against corruption in Canada. Our aim is to have greater responsiveness, presence, performance, and impact in all areas we identify as priorities.

Our Chapter operates in a challenging funding environment. We need to achieve financial sustainability to fulfil our mandate effectively and consistently. This year we secured funding to hire a Stakeholder Relations and Advancement Consultant to help us develop a fundraising strategy, and to help with fundraising in Western Canada and for the Chapter as a whole. The consultant is based in Calgary and will work on creating a fundraising strategy for the Chapter, bringing in additional and new resources for the organization and increasing our programming in Western Canada.

We have also mobilized volunteers, including interns, researchers, pro bono legal work, and volunteer administrative support. Additionally, we had four students from the Stockholm School of Economics helping to create a feasible plan and strategy for TI Canada regarding how to improve our capacity to fundraise in the short term and develop a sustainable financial growth model for the long term.

Corporate donations continue to be TI Canada’s biggest source of core funding, followed by revenues from the Day of Dialogue and membership dues. Our budget continues to be affected by the turbulent times being experienced by the energy and resource sectors and we are seeking to diversify our funding base. Our annual goal for core, non-project specific funding is CAN 175,000 per annum. This would allow TI Canada to have much needed administrative personnel and office space.

Going forward TI Canada’s focus will be on:

 developing a fundraising strategy and diversifying our core funding source (fundraising);  developing strong internal capacities to allow us to have a solid foundation to build effective anti-corruption outreach and programs (internal governance and structure);  continuing to prioritize our areas of work so that we create more visible impact in the selected areas, build our brand, and attract more funding and membership (key priority areas);  engaging new partners, and working more closely with our members, volunteers, students and other Chapters to create momentum, explore avenues for collaboration and cooperation and to mobilize resources (people and partners);  updating our communication tools, online presence, and establishing a membership management system, which will allow us to better communicate with our members and supporters to ensure a cohesive effort in the fight against corruption (strong communication technologies).

Committees and Discussion Groups

TI Canada’s Regional Discussion Groups are continuing to hold regular meetings with members and are actively looking for new members to engage. Our Calgary group is in the process of organizing a half-day anti-corruption event in collaboration with the Alberta government. Our Group in Montreal has recently held a meeting with a presentation by the Association de la construction du Quebec (ACQ) regarding their anti-corruption initiatives. They also discussed a recent decision by TI Canada to become part of a Charbonneau Commission follow-up working group tasked with ensuring adequate implementation of the Charbonneau Report recommendations. Plans are also underway to host a second Afternoon of Dialogue in Montreal. A recent Vancouver Discussion Group meeting featured Christine Duhaime, a Certified Financial Crime and Anti-Money Laundering Specialist, on the topic of money-laundering and the Vancouver real estate market. The Vancouver Group is preparing to host its first Day of Dialogue on December 9, 2016 (International Anti-Corruption Day) in cooperation with the Allard School of Law and the international Centre for Criminal Law Reform.

Our Legal Committee, which continues to do much of the substantive work for TI Canada, has done tremendous work throughout the year, drafting letters and providing comments on various issues. We are very pleased to announce that Matthew Kronby, Partner, Bennett Jones LLP, will be now heading the Legal Committee as its new Chair. The Committee holds regular meetings including presentations by individuals such as Richard Bistrong, an anti-bribery consultant, Barbara Glover, Assistant Deputy Minister, Departmental Oversight, Public Services and Procurement Canada, and Jonathan Drimmer, Vice President and Deputy General Counsel at Barrick Gold Corporation, to name a few. The Committee is currently working on a few initiatives including a TI Canada report on deferred prosecution agreements. Board Members

This year, TI Canada must, unfortunately, say goodbye to a number of our Board Members, including our Chair and President Peter Dent whose term with the organization ends. Peter has been a member of TI Canada for the past ten years and has served on the Board for six years. He has dedicated a tremendous amount of time and effort to develop and grow the Chapter, including being the main driving force behind TI Canada’s fundraising efforts. His exceptional leadership of the organization will be missed. Peter’s goodwill, and that of his assistant Veronica DeConti and Deloitte LLP, have been a huge asset to TI Canada. The relationships that Peter has fostered with our supporters and partners will ensure that TI Canada will prosper and continue to grow as an organization. Peter will continue be part of TI Canada as a member of the Fundraising Committee and will sit ex-officio on the Board as Past Chair and President.

Milos Barutciski, a member of TI Canada since its inception in 1997 and a Board Member for the last six years, will also be ending his term this year. Milos has been a tireless advocate for TI Canada and has pushed for the organization to develop capacity while ensuring TI Canada delivers quality programming, events and initiatives. Milos has been a regular voice for TI Canada in the media and at various events and meetings with external stakeholders. His contribution, and that of his associate Sabrina A. Bandali and Bennett Jones LLP, have been absolutely instrumental to the organization. Both Milos and Sabrina will continue to be part of TI Canada as members and volunteers.

Board Members, Susan Carter and Janice Odegaard will also be stepping down from the Board. Susan has been a voice for TI Canada in Ottawa and Janice in Calgary. Susan has been our liaison with the Canadian

government, while also helping to organize meetings for the Ottawa Discussion Group. Janice will continue to be involved with TI Canada helping to implement the Capacity Building and Western Canada Outreach project. New Chair and President

It is with great pleasure that we welcome Paul Lalonde as the new Chair and President of TI Canada.

Paul is Partner at Dentons Canada LLP’s Toronto office. He focuses on government contracting law, international trade, anti-corruption and international arbitration. Paul is one of Canada’s leading experts on government procurement. His expertise encompasses anti-dumping and countervail investigations, customs, import and export controls, international sanctions, anti-corruption compliance and investigations and international business.

Paul has been member of TI Canada since 2011 and the Chair of the Legal Committee for the past three years. He has coordinated TI Canada’s advocacy efforts on whistleblower protection, the integrity regime, facilitation payments and other key initiatives. He has been a voice for TI Canada in the media and at various events and meetings throughout the years. Paul’s dedication and passion to the anti-corruption cause will enable us to continue to advance our work, build further capacity, and ensure a sustainable and effective growth of the Chapter. We are very fortunate to have Paul’s experience and expertise as he takes on this leadership role with TI Canada. New Board Members

We are very pleased to be welcome the following individuals as new Board Members of TI Canada:

Stefan Hoffmann-Kuhnt

Stefan Hoffmann-Kuhnt is President and Managing Director of Pohlmann & Company – Compliance and Governance Advisory Inc. Canada. His areas of expertise include the implementation of effective, business- related and risk-based compliance processes and tools. He has significant experience in developing and delivering risk-based in-person Anti-Corruption training programs in global organizations. Stefan was previously Head of SNC-Lavalin’s Compliance Program and worked at Siemens for 26 years where he designed and implemented the company’s compliance program – a program that is today regarded as best-in-class and a world standard. He furthermore has experience in the design and rollout of corporate governance frameworks.

Mark Morrison

Mark Morrison is the Co-Chair of the Business Crimes, Investigation and Compliance Group at Blake, Cassels & Graydon LLP. He advises and defends clients with respect to white-collar crime, anti-corruption, competition and commercial litigation. He has substantial trial experience and has also directed numerous multi-jurisdictional internal investigations for public and private companies. Mark has defended large corproate clients on charges under criminal, anti-corruption, competition, occupational health and safety, securities and environmental legislation. He also conducts independent investigations on sophisticated white-collar, anti-corruption and competition matters, and advises clients in responding to regulatory and criminal search warrants and investigations. Mark regularly advises Canadian and multinational corporate clients on compliance with domestic and international anti-corruption legislation, and has conducted numerous CFPOA internal investigations.

Don Jack

Don Jack is Partner at Aird and Berlis, and member of the firm’s Litigation group. He practices in the areas of commercial, administrative, private, international, family and constitutional law. He has appeared before all levels of court, including the Supreme Court of Canada.

Don has written many articles for a number of contemporary litigation-related publications, including: Corporate Liability Journal, International Litigation News, Financial Post, International Financial Law Review and Advocates’ Quarterly. He received his L.L.B. from University of Oxford and his L.L.M. from Osgoode Hall Law School.

Bruce Moore

Bruce Moore is a social activist, international development advisor and former United Nations diplomat. He is a member of the Global Advisory Boards of the Huairou Commission and a member of the C20, the civil society consultative body to the G20. Mr. Moore was previously Chair of the North South Institute and on the Board of the Forum on Democratic Global Governance. From 1998-2008, he was the founding Director of the International Land Coalition, an alliance of United Nations, civil society, and multilateral organizations working to enable rural poor families to gain their land and resource rights. He currently represents the Asian NGO Coalition and the Social Development Foundation in North America. He is also a member of McGill Institute for Global Food Security’s advisory board.

His civil society career, from 1973 to 1998, included 10 years as the Director of Partners in Rural Development. He has chaired the NGO Advisory Committee to the United Nations International Fund for Agricultural Development; served on the international executive of the Society for International Development 1998-2008; been an advisor to the European Commission, FAO, African Union, Asian Development Bank, and World Bank. He has chaired a number of high-level policy dialogues during the UN Commission on Sustainable Development; and served on the committee that designed the action plan for the Commission on the Legal Empowerment of the Poor.

Jacques Duchesneau

Jacques Duchesneau is recognized as a leading figure of the fight against corruption in Quebec. From 2012 to 2014, he was a member of the Quebec National Assembly elected under the Coalition Avenir Québec banner. Previously, he led the Permanent Anti-Corruption Unit, created by the Quebec provincial government following corruptions scandals. Mr. Duchesneau is also former Montreal Chief of Police and former President and CEO of the Canadian Air Transport Security Authority. In 1998, he founded the municipal party Nouveau Montréal but was defeated during the elections the same year. Thank you

As always, TI Canada is indebted to the Centre of Excellence in Responsible Business, of the Schulich School of Business, York University, and, in particular, to Ms. Mary Amati, for the ongoing support and significant in- kind contributions to TI-Canada and the anti- corruption cause. We are also very grateful for the pro bono

support of our various activities from Bennett Jones LLP, Blake, Cassels and Graydon LLP, Aird & Berlis, Osler, Hoskin & Harcourt LLP and Deloitte LLP.

We are also grateful for the financial contribution provided by our supporters, Magna, Deloitte LLP, Export Development Canada, SkyPower, Aird and Berlis LLP, Siemens, Securefact, Hatch, and TD Bank.

TI Canada would like to thank our members and our volunteers for devoting their time and energy to furthering the anti-corruption cause in Canada. We would not be able to do our work without your help.

Lastly, a thank you to the Maytree Foundation for its generous support in providing TI Canada with office space and administrative support this year.

Sincerely,

Alesia Nahirny Executive Director Transparency International Canada

SUMMARY OF CURRENT PROJECTS

The overview below outlines all TI Canada projects at this point in time.

Capacity Building and Western Canada Outreach

Year Started: 01/05/2016 Year Finishing: 31/12/2018 Donor: Anonymous Amount: CAN 215,000

Short project description: TI Canada has received a grant to hire a Stakeholder Relations and Advancement Consultant to help us fundraise and to deliver more extensive programming in Western Canada. The project will run until 2018 and will help with capacity building and delivery of stronger programmes with increased impact. The role of the Consultant includes a review of the current fundraising strategy, development of a fundraising plan with the ultimately goal of helping TI Canada develop a financial sustainability plan.

Beneficial Ownership Report 2016

Year Started: 01/07/2016 Year Finishing: 31/12/2016 Donor: TI Secretariat (Omydiar Network sub-grant) Amount: CAN 10,000

Short description of project: TI Canada will produce a Report with concrete recommendations for the Canadian government on its G20 promises on beneficial ownership. The goal of the project is to advocate for an appropriate and G20 compliant beneficial ownership framework in Canada. The intended result, following the publication of the Report, is for the Canadian government to commit to enact laws/regulations to ensure the framework is in line with Canada’s G20 promises on beneficial ownership.

Mining for Sustainable Development (Phase I)

Year Started: 01/05/2016 Year Finishing: 30/08/2016 Donor: TI Secretariat (BHP Billiton Foundation sub-grant) Amount: EUR 35,000

Short description of the project: Led by TI Australia with support from TI Secretariat, this project will enhance the contribution of mining to sustainable economic and human development through a focus on enhanced transparency and accountability in the award of mining-related permits, licenses and contracts across a range of national jurisdictions. Canada is one of approximately 25 Chapters participating in this global project. As part of the project, TI Canada will engage with a wide range of stakeholders to create an enabling environment seeking to positively influence practices in the mining sector.

SUMMARY OF ACTIVITIES

The overview below outlines a few of TI Canada’s activities from June 2015 to June 2016.

TI Canada’s Whistleblower Report

In June 2015, TI Canada published its whistleblower report. We concluded that Canada lags behind in protecting whistleblowers. Our recommendations were the following:

1. Reverse onus: As it relates to reprisals in the public sector, the burden of proof should be on the employer to prove that their actions were not reprisals. 2. Single disclosure regime: The advantages and feasibility of a single disclosure regime for both private and public sectors should be carefully considered. 3. Single competent authority: Both private and public sector whistleblowers should have the right to seek remedies before a competent authority. 4. Monetary rewards: The advantages and feasibility of Qui Tam legislation, to allow citizens to sue contractors on behalf of the government, should be carefully considered. 5. Increased transparency: Greater transparency and access to specific case information should be adopted in relation to the federal Integrity Commissioner process and to whistleblower complaints processes of the provinces.

Recommendations regarding anti-money laundering legislation

On September 2, 2015 TI Canada sent a letter to the Government of Canada to respond to the Department of Finance’s request for input on the consultation regarding the Amendments of Regulations made under the Proceeds of Crime (Money Laundering) and Terrorist Financing Act, 2015. Our recommendations fell into two main areas:

1) Thresholds for identification of Politically Exposed Persons; 2) Dissuasive, proportionate and effective sanctions.

Please refer to the letter found on our website for a detailed explanation of our recommendations.

Meeting with Financial Action Task Force Members

On November 10, 2015, TI Canada Chair and President, Peter Dent and Executive Director, Alesia Nahirny, met with members of the Financial Action Task Force (FATF) assessment team.

The FATF conducts peer reviews of each member on an ongoing basis to assess levels of implementation of the FATF Recommendations with an in-depth description and analysis of each country’s system for preventing criminal abuse of the financial system.

The team was visiting Canada to assess Canada’s anti-money laundering/counter-terrorism financing regime. While in Canada, the team sought the opinion of experts, including TI Canada, on the risk context of money laundering in Canada, specifically related to corruption.

TI Canada and TI Secretariat Intervene at the Supreme Court of Canada

TI Canada and TI Secretariat successfully intervened at the Supreme Court of Canada in World Bank Group v. Kevin Wallace et al. in support of whistleblower protections and global anti-corruption efforts. In a landmark decision that has bolstered the protection of whistleblowers on the international stage, the Supreme Court unanimously overturned the lower court's decision and ruled that the World Bank Group’s privileges and immunities conferred under Canadian law shield the World Bank Group from having to produce its investigative files to defendants in a Canadian criminal proceeding. A copy of the Supreme Court of Canada's decision is available here.

At the hearing of the appeal, TI Canada and TI Secretariat argued that global anti-corruption efforts cannot be successful without full-bodied protections for whistleblowers, who play a critical role in exposing corruption, fraud, mismanagement and other wrongdoing, often at serious personal risk. TI Canada and TI Secretariat also argued that a broad recognition from the Supreme Court of Canada of the privileges and immunities that Canada grants to international organizations is essential to Canada’s continued participation in the fight against corruption, and that cooperation between international organizations and domestic Canadian law enforcement could be compromised if those privileges and immunities were not given full meaning.

The Supreme Court of Canada upheld a broad interpretation of the World Bank Group’s privileges and immunities, and explicitly recognized that requiring the World Bank Group to produce its investigative files “could have a chilling effect on collaboration with domestic law enforcement.” The decision will have an international impact and will facilitate continued cooperative anti-corruption efforts among non-governmental organizations and law enforcement agencies.

TI Canada and TI Secretariat were represented in the appeal at the Supreme Court by Mark Gelowitz and Geoff Grove of Osler, Hoskin & Harcourt LLP. A video recording of the hearing (with TI Canada's and TI Secretariat's submissions beginning at the 75 minute and 50 second mark) can be found here.

Canada’s Anti-Money Laundering Controls – Are they Enough?

On December 9, 2015 (International Anti-Corruption Day) TI Canada held a discussion on the proposed amendments to Canada’s anti-money laundering legislation and Canada’s G20 promises on addressing beneficial ownership and corruption. The event featured distinguished speakers from civil society, government, media, and the private sector.

For a live recording of the event, please go to http://podiumlive.com/transparency-ca

Corporate Criminality: Striking the balance between punishment, deterrence and individual accountability

On April 27, 2016, TI Canada so-sponsored an event on corporate criminality with the Ethics Centre. The panelists, Milos Barutciski, Partner, Bennett Jones and TI Canada Board Member, and Jay Naster, a litigator specializing in white-collar criminal and regulatory litigation and investigations, explored the dynamics at play in complex corporate investigations and possible alternative approaches that might strike a better balance between punishment, deterrence and individual accountability of directors and managers. Donate

Comments to Ontario Securities Commission re Whistleblower Program

TI Canada provided comments to the Ontario Securities Commission in response to the Commission’s call for comments on Proposed Policy 15-601 Whistleblower Program. Our letter to the OSC can be seen here.

TI Canada calls on Ottawa to introduce a public registry of Canadian registered companies

TI Canada has called on the Government to work with the provinces to create a much needed beneficial ownership registration system to ensure it holds true to its commitment to combat the flow of proceeds of foreign corruption into Canada.

Our submission can be found here. Donate On the Agenda with Steve Paikin

Executive Director, Alesia Nahirny, participated in a discussion “A corruption culture?” on the Agenda with Steve Paikin alongside Akaash Maharaj, Global Organization of Parliamentarians Against Corruption, Anita Anand, University of Toronto, and Martin Regg Cohn of the Toronto Star.

The discussion aired on May 12, 2016 and can be viewed here.

TI Canada Provides comments to Open Government Partnership on Whistleblower Protection and Beneficial Ownership

Our submissions can be viewed here and here.

TI Canada participates in stakeholder consultation with Global Affairs Canada on G7 Agenda in Japan

TI Canada, along with approximately 20 other organizations including NGOs, the Business Council of Canada, the Canadian Chamber of Commerce took park in stakeholder consultation process organized by the Global Affairs Canada in preparation for the G7 in Japan in May 2016.

In its submissions, TI Canada highlighted the following:

 Beneficial Ownership Transparency;  The importance of advancing commitments to Base Erosion and Profit Shifting (BEPS) mechanisms;  Establishing instruments to achieve transparency throughout procurement cycles  Related public registries;  Systems and authorities to sanction intermediaries;  Focusing on companies and trusts.

We further noted the value in linking Canada’s position to the Sustainable Development Goals (SDGs), in particular to SDG 16, but also to the closely related provisions in # 10 and # 17.

Want to get more involved?

Regional Discussion Groups

TI Canada now has regional discussions groups in Ottawa, Vancouver, Montreal and Calgary. To get involved, please email [email protected] with the subject heading “Discussion Group.” Join the discussion at one of their regular meetings!

Mailing List

Get on our mailing list to find out about upcoming events and to hear the latest about TI Canada’s work. Send an email to [email protected] with the subject heading “Mailing List.”

Transparency International Canada Inc.

EIGHTEENTH ANNUAL GENERAL MEETING

June 23, 2015 17:00 – 17:30

Dentons Canada LLP, 77 King Street West, Suite 400, Toronto, ON M5K 0A1

DRAFT MINUTES

The Chair declared there was a quorum present and that the meeting was duly constituted.

1. Approval of Minutes of 2014 Annual General Meeting Moved by Mr. André Le Roux and seconded by Ms. Bronwyn Best to approve the Minutes of the 2014 Annual General Meeting. Carried.

2. Report of Senior Advisor In her report, Senior Advisor Bronwyn Best highlighted key events of TI-Canada for 2014, including: the first annual Afternoon of Dialogue: Transparency, Accountability and Integrity, in Montreal, last June; the various activities of the TI-Canada Municipal Discussion Groups in Ottawa, Calgary and Vancouver, focusing on the extractive sector and whistleblowing, two of TI-Canada’s main areas of focus; the submission by the Legal Committee to the Quebec Commission of Inquiry into Public Contracts in the Construction Industry (Charbonneau Commission) and the participation by the Committee Chair, Paul Lalonde, along with former TI Chair, Huguette Labelle, in an expert panel before the Commission; the publication of the TI-Canada Anti-Corruption Compliance Checklist Third Edition, with the inclusion of a new e-learning training tool, Doing Business Without Bribery, available in both Canadian English and Canadian French versions. Ms. Best thanked the ongoing in-kind support of the Centre of Excellence in Responsible Business, Schulich School of Business, York University, and in particular the contributions of Ms. Mary Amati. She also thanked Mr. Daniel Kim, student, Faculty of Law, University of Toronto, for his work on two TI-Canada research reports dealing with education and whistleblowing. Finally, Ms. Best thanked Forge Media + Design for their work, as well as the work of TI-Canada web master Ms. Enola Stoyle, on the new web site. Ms. Best thanked TI-Canada for the opportunity to serve as a consultant for the past more than 17 years and knows that the organization is in very capable hands with the newly appointed Executive Director, Ms. Alesia Nahirny.

3. Report of Chair and President Chair and President Peter Dent reported on the various activities that are ongoing with regard to TI-Canada’s four priority areas: whistleblowing in Canada, the extractive sector initiative, governance with a focus on municipalities and the sustainability of TI- Canada. He welcomed three new Directors to the Board, Ms. Uma Annamalai of GE Corporate (Toronto), Ms. Janice Odegaard of Suncor (Calgary) and Ms. Chris Stover of the Canadian Centre for Ethics in Public Affairs (Halifax). Mr. Dent introduced the new TI-Canada Executive Director, Ms. Alesia Nahirny, thanked Ms. Best for her tirelessly active contributions to the organization, over the past 17+ years, and announced the launch of TI-Canada’s new web site, as of this date.

4. Financial Statements – for receipt Mr. Dent noted the Financial Statements, which had been approved by the Board of Directors and sent to the members for receipt.

5. Approval of Auditors Moved by Ms. Best and seconded by Ms. Susan Reisler to appoint Clarkson Rouble to provide audited financial statements for the year ending 31 December 2015. Carried.

6. Election of New Board Members Moved by Ms. Best and seconded by Ms. Reisler to accept that Ms. Uma Annamalai, Ms. Janice Odegaard and Ms. Chris Stover each be appointed for three years, and Ms. Susan Carter, Mr. Martin Mueller and Mr. John Ritchie each be appointed for an additional three years, as members of the TI-Canada Board. Carried.

7. Other Business On behalf of TI-Canada, Dr. Wesley Cragg provided a historical overview of key TI- Canada moments, thanking Ms. Best for the role she played in them as a consultant to TI- Canada over the past 17+ years. TRANSPARENCY INTERNATIONAL CANADA

NINETEENTH ANNUAL GENERAL MEETING OF MEMBERS

PROXY

The undersigned Member of TRANSPARENCY INTERNATIONAL CANADA hereby constitutes and appoints Susan Reisler, or, failing her, Bruce Moore, or instead of either of the foregoing ______to be the true and lawful attorney, agent and proxy of the undersigned, with power of substitution, to attend, vote (upon election of directors, the appointment of auditors and such other matter(s) as may properly come before the meeting) and otherwise act with respect to the annual general meeting of members to be held at Aird & Berlis, 181 Bay Street, Suite 1700, Toronto, Ontario M5J 2T9 on the 21st day of June, 2016, at 17:00 (local time), and at all adjournments thereof, with all powers the undersigned would possess if personally present at the said meeting and at any such adjournments.

DATED this ______day of ______, 2016.

______Signature of Member

______Name of Member (please print)

To be emailed in PDF format to [email protected] prior to June 20, 2016.

NOMINATION OF BOARD MEMBERS

19th ANNUAL GENERAL MEETING June 21, 2016

Current Board Members:

Milos Barutciski (remaining term – 0 years, 2nd term)

Peter Dent (remaining term – 0 years, 2nd term)

Paul Lalonde (remaining term – 0 years, 1st term)

Frédéric Lapointe (remaining term – 1 year, 1st term)

Susan Reisler (remaining term – 1 year, 2nd term)

Diego Venegas (remaining term – 1st term, 1 year)

Claire Woodside (remaining term – 1 year, 1st term)

Uma Annamalai (remaining term – 2 years, 1st term)

Susan Carter (remaining term –2 years, 2nd term)

Martin Mueller (remaining term – 2nd term, 2 years)

Janice Odegaard (remaining term –2 years, 1st term)

John Ritchie (remaining term –2 years, 2nd term)

Chris Stover (remaining term –2 years, 1st term)

Board Members Leaving the Board

Peter Dent

Milos Barutciski

Susan Carter

Janice Odegaard

The following are nominated by the Board of TI Canada

Paul Lalonde to be appointed for an additional 3 years and as the new Chair and President of TI Canada

Bruce Moore to be appointed for 3 years

Stefan Hoffman-Kuhnt to be appointed for 3 years

Don Jack to be appointed for 3 years

Mark Morrison to be appointed for 3 years

Jacque Duchesneau to be appointed for 3 years