ISSUES AND POLICY ADVISORY COMMITTEE MINUTES

11:00 am EST May 20, 2008 FEIC National Office 20 Adelaide St. East, Suite 200 Toronto

Vice Chair: Barry Gorman

Members: Alex Browning Norm Ferguson Nancy Lala Peter Donovan Bill Hewitt John Reidy Lisa Dorian Florian Meyer James Saretsky

Staff : Michael Conway Ramona Dzinkowski Melissa Gibson

1. Chairman’s introduction and welcome

Vice Chair Barry Gorman chaired the meeting in the absence of Rob Dietrich. Barry welcomed everyone.

2. Review minutes of November meeting

There was a motion passed to accept the November minutes.

3. Task Force update - Update of rolling agenda

 Corporate Governance (and Internal Controls)

James Saretsky reported that very little has happened in the last twelve months.

Lisa Dorian will be the new Chair of the Corporate Governance committee.

Michael Conway reported that IPAC is in the process of being reviewed and revitalized in conjunction of the new incoming Chairman (Bill Hewitt). There was a proposal to merge the Internal Control committee and the Corporate Governance Committee, as there is confusion over who was designated to deal with 52-109. A prime agenda item to be looked at is the 52-109 finalization has been recently been released by the OSC, hopefully for the last time. A motion was passed to merge the Corporate Governance and Internal Controls committees.

Lisa Dorian said that the committee should meet in short order to decide if they are going to respond to 52-109, and also decided if they should put a communication out to the members. ISSUES AND POLICY ADVISORY COMMITTEE MINUTES

Michael Conway reported that due to the overabundance of 52- 109 notices issued by the OSC, many people have started to ignore the updates. Therefore many members may not realize that 52-109 will become effective for fiscal 2008. It will become law in June, for application to December year ends.

Lisa Dorian volunteered to draft a one page notice to inform members of the impending 52-109 finalization. Nancy Lala volunteered to help. John Reidy would like to get involved, and will give 52-109 a read through. Click here for 52-109 document .

Ramona Dzinkowski brought up the issue of XBRL and the need for a committee to look into the issue, as Canadian Companies have to follow this standard when reporting in the U.S. Is the OSC going to expect Canadians to file in XBRL? This is undecided thus far. It was asked, “Does anyone feel that the committee should make a comment to the SEC on behalf of Canadian issuers?” Bill Hewitt thinks we should get in contact with the U.S. faction of the committee before taking any action. This was seconded.

Michael Conway made a comment that an IT committee should be created, into which the XBRL issue would fit. This will be discussed further at a later date.

 Capital Markets

The committee has not met since the last call. Bill Hewitt reported that they are experiencing bland equity markets given the prognostication and the experiences on the economics front. We are still seeing significant credit issues. Looking forward we have not yet heard if the shoe has dropped on other credit areas of concern; Credit Card, Autos, and Leasing. There is likely to be considerable pressure on the fair market value accounting concept.

Other Issues: Bill Hewitt reported that there is a current environment of low interest rates and so far an environment of low inflation. Commodity prices are strong; Oil – 127.36, Gold – 907.7, Canadian Dollar – 101.08. Overall we are looking at a buoyant currency, buoyant commodity prices, and a buoyant stock market, in spite of the setbacks of the financial sector.

Specific Deals: The BCE consortium is experiencing friction on whether the deal will go. The issue is whether it’s finance-able without reprising the takeover bid price.

Expert Panel on Securities Regulation: Although not part of the Capital Markets committee, there is now an Ad-hoc committee to respond to securities regulation. This committee is to be co-chaired by Bill Hewitt and Bill Ross, and Michael Conway is involved on the FEI staff side. The committee has been invited by Tom Hockin of the Expert Panel on Securities Regulation, to respond to series of papers published over the last few mounts.

Bill Hewitt reported that the ad-hoc committee’s position is as follows: We feel our core position is efficiency, harmony and simplicity in necessary regulation along with the employment of best practices which build on and enhance Canadian strength and competitiveness. FEI Canada’s goal is to remove unnecessary impediments in the free and efficient flow of capital and to prompt overall Canadian competitiveness as the providers of capital on world markets. Our ISSUES AND POLICY ADVISORY COMMITTEE MINUTES

position is for a timely, proportionate, and effective enforcement on securities regulations. We support the creation of one independent Canada wide securities commission or regulator.

Michael Conway reported that there is a strong group in place for this submission (to the Hockin Commission). Hopefully some people will stay on to be part of IPAC permanently. If anyone has views that they would like to share in regard to the Hockin Commission, please let Michael Conway know.

(2.8) Carbon Credits: Bill Hewitt reported that there will be a broadly based panel at Jasper conference on this topic. Bill will write an article for the June newsletter based on the results of the Jasper panel.

(2.9) Standard Form Contract: TBD

(2.10) Environmental Accounting and Sustainability: Moved to CCR

(2.11) Income Trust in Canada: Also moved to CCR (Nancy Lala will be primarily responsible for this, as she a member of both committees. She will develop a state of the union on income trusts for the September newsletter)

 Tax Policy Committee

Barry Gorman reported that this committee has one new member, Grant Smith from the Ottawa FEI Canada Chapter. Pre-budget Submissions from 2007 and 2008 have not been added to the completed section on the Rolling Agenda, Melissa will update this.

Item (3.7) Committee for Sales Tax Reform (CSTR) has been somewhat forgotten, but should be revisited. Barry will speak to Rod Butcher to see if there is any new information on this topic.

 Pensions Committee

Peter Donovan reported that Bill Hewitt and Darla Sycamore have participated in feedback sessions in regard to the submission to the Expert Commission on Pensions, October 15th, 2007 (6.6).The real problem of surplus ownership and deficits across the board hasn’t yet been addressed. The commission has thrown back so many options. The submission is complete, but there should be an item on the rolling agenda called commission’s response. The committee will participate in ongoing dialogue with the expert commission and review of other pension issues as they arise.

Ramona reported that the Pension Survey (6.7) results have been written up by AON. She has made recommendations for changes and sent them back. She will hopefully be hearing from them soon, but it may take some time due to the dramatic rewrite necessary. There is a hope that the end result will be something publishable, that everyone is happy with.

 Private Company Issues ISSUES AND POLICY ADVISORY COMMITTEE MINUTES

James Saretsky reported that this committee is still very new. It now has six members, including Gordon Heard and John Weerdenburg of CCR. They will plan for a meeting soon, to pick issues that will attract members. There is ongoing monitoring of private enterprises coming out of the accounting standards board. They will continue to monitor this. Goal for the next IPAC meeting is to have a more populated list of issues that they want to tackle as a committee. List of private companies will be sent to James Saretsky by Melissa Gibson.

Michael Conway Reported that there is a SME conference coming up in Hamilton in October.

4. Other Business IPAC Membership & Committee Chairs

Revitalizing IPAC

Michael gave a thank you to the members of the committee that have been attending meetings and shown their support for the committee in the past. In conjunction with Bill Hewitt, there have been talks about ways to build the committee.

Members are welcome to volunteer people who they know who could make a positive contribution to IPAC. Direct word of mouth invitation is the best bet of getting someone involved. There is also the option of getting members involved on an issue specific basis, seeking out the best and brightest minds on a specific issue.

Melissa Gibson will create a list of FEI Canada members that have an ICD.D or C.DIR designation.

Attendance

Melissa Gibson will compile an attendance summary from the last year to see who has been an active part of meetings.

5. Feedback from FEI Board Meeting Committee Structure and IPAC terms of reference

This will be reviewed and looked at again next month when Bill Hewitt becomes chair.