The CSA has adopted National Policy 58-201 - Corporate Governance Guidelines (the "Guidelines") to provide guidance to Canadian reporting issuers regarding corporate governance. The Guidelines relate to a number of significant governance issues, including the proper role of a board of directors, its structure and composition and its relationship with shareholders and management. The CSA has also adopted National Instrument 58-101 - Disclosure of Corporate Governance Practices requiring that disclosure be made by a listed corporation of its corporate governance practices. A description of the Corporation's corporate governance practices, with specific references and indications of any divergences from each of the Guidelines, is attached hereto as Schedule A. The Corporate Governance Committee, currently composed of Maurice Tousson, David Martz, Herbert E. Siblin and Richard Cherney has reviewed the disclosure set out in Schedule A.

The Board continues to periodically review corporate governance proposals made by the CSA. As new standards become effective, the Board will review and amend, where necessary and appropriate, its corporate governance practices and the eligibility of the members of the Board on each committee and shall, if necessary, make appropriate changes.

In addition to the information set forth in Schedule A to this Proxy Circular, the following sets forth certain information regarding the Committees of the Board. The Board has established an Audit Committee, an Executive Committee, a Corporate Governance Committee and a Compensation Committee.

The Audit Committee is presently comprised of three independent directors. The current members of the Committee are Herbert E. Siblin, David Martz and Max Mendelsohn (since December 3, 2008) (Maurice Tousson was a member until December 2, 2008). The Audit Committee met five times during the fiscal year ended January 31, 2009. The primary responsibilities of the Committee are to review and monitor the Corporation's accounting policies and financial controls, its financial statement presentation, the Corporation's ongoing financial disclosure and the Corporation's principal business risks. The members of the audit committee consult with Ernst & Young LLP, the Corporation's external auditors, as they believe is appropriate in the course of a given year.

The Executive Committee is presently comprised of seven directors, five of whom are independent directors and two of whom are officers of the Corporation. The current members of the Committee are Jane Silverstone Segal and Emilia Di Raddo, both of whom are officers of the Corporation, Herschel H. Segal, Richard Cherney, David Martz, Herbert E. Siblin and Maurice Tousson. The Executive Committee meets on an "as required" basis and did not meet during the fiscal year ended January 31, 2009. The Committee has the authority to exercise all of the powers and discretions of the Board in the management and direction of the operations of the Corporation, except such acts as must by law be performed by the Board, and any matter that the Board retains for itself.

During the fiscal year ended January 31, 2009, the members of the Corporate Governance Committee were Maurice Tousson, David Martz, Richard Cherney and Herbert E. Siblin, all of whom were independent directors. The Corporate Governance Committee meets on an "as required" basis and did not meet during the fiscal year ended January 31, 2009. The principal function of the Corporate Governance Committee is to address matters of corporate governance as contemplated by the Guidelines and as otherwise may be required due to the operations of the Corporation.

The current members of the Compensation Committee are David Martz, Herbert E. Siblin, Maurice Tousson and Max Mendelsohn (since December 3, 2008), all of whom are independent directors. The Compensation Committee met twice during the fiscal year ended January 31, 2009. The principal function of the Compensation Committee is to review and approve the compensation of the senior management of the Corporation (for this purpose senior management includes all vice president positions and above), to review management's development of the compensation philosophy and then to independently monitor the Corporation's compensation systems and practices to ensure they encourage and reward behaviour which supports the achievement of the Corporation's strategic goals. The Compensation Committee also makes recommendations to the Board as to which directors and fulltime employees should be granted stock options pursuant to the Plan.

All communications from shareholders and any other communication out of the ordinary course of business are referred to the Chief Executive Officer or President of the Corporation, who either handle the inquiry themselves or coordinate the appropriate response which may include bringing the matter to the attention of the Board on a timely basis.

Governance Disclosure Guideline under NI 58-101	The Corporation’s Governance Procedures
A.      Directors
1. The board should have a majority of independent directors.	The Board consists of a majority of independent directors. Of the eight directors currently serving on the Board, five are considered independent, namely, Herbert E. Siblin, Richard Cherney, David Martz, Maurice Tousson and Max Mendelsohn. Herschel H. Segal, President of Rainy Day Investments Ltd. and 125387 Canada Inc., affiliated holding companies of the Corporation, is not an independent director. Jane Silverstone Segal, Chairman of the Board and Chief Executive Officer of the Corporation, and Emilia Di Raddo, President and Secretary of the Corporation, are not independent directors either as they are members of the management of the Corporation. Herbert E. Siblin, Richard Cherney, David Martz, Maurice Tousson and Max Mendelsohn are independent directors as none is a member of the management of the Corporation and none has a direct or indirect material relationship with the Corporation. Richard Cherney is co-managing partner of a law firm that provides services to the Corporation. The Board is of the opinion that Mr. Cherney does not have a material relationship with the Corporation that could interfere with the exercise of his independent judgment. A record of attendance of each director at Board meetings held since the beginning of the Corporation's most recently completed financial year is included on page 6 of this proxy circular.
2. If a director is presently a director of any other reporting issuer, identify both the director and the other issuer.	Richard Cherney is presently a trustee of Benvest New Look Income Fund, a reporting issuer in British Columbia, Alberta, Saskatchewan, Ontario, Quebec, Nova Scotia and Newfoundland.
3. The chair of the board should be an independent director.	Mrs. Jane Silverstone Segal serves as Chairman of the Board of Directors but is not independent. Accordingly, the Board has appointed a Lead Director, Mr. Herbert Siblin, who is an independent director as he is not a member of the management of the Corporation and he has no material relationship with the Corporation. Mr. Siblin is lead director of the Board and President of Siblin & Associates Ltd. and President of Siblin Consulting Ltd. (management consultants). The Board is of the opinion that Mr. Siblin does not have a material relationship with the Corporation that could interfere with the exercise of his independent judgment. The Lead Director has the authority to convene meetings of the outside directors of the Corporation or to engage an outside adviser at the expense of the Corporation if and when appropriate or when requested to do so by any director of the Corporation.
4. The independent directors should hold regularly scheduled meetings at which non-independent directors and members of management are not in attendance.	From time to time and as required meetings of the Board are held without certain members of the Board who are also members of management in attendance.
B.      Mandate of the Board of Directors
5. The board should adopt a written mandate in which it explicitly acknowledges responsibility for the stewardship of the issuer.	The Board has explicitly assumed responsibility for the stewardship of the Corporation in a formal Mandate of the Board of Directors, which was adopted on May 16, 2006. This Mandate is attached hereto as Schedule B.
C.      Position Descriptions
6. The board should develop clear position descriptions for the chair of the board and the chair of each board committee. In addition, the board should develop a clear position description for the president and CEO. The board should also develop or approve the goals and objectives that the president and CEO must meet.	Position descriptions for the CEO, the Chairman of the Board and the Chair of each committee have been adopted by the Board of Directors. The Mandate of the Board of Directors, along with the charters of the committees, set forth the roles and responsibilities of the Board of Directors and its committees and guide the Chairman of the Board and the Chairs of each committee in discharging their own responsibilities. The Board of Directors also periodically discusses with the CEO her role and responsibilities, as well as her goals and objectives.
D.      Orientation and Continuing Education
7. The board should ensure that all new directors receive a comprehensive orientation. All new directors should understand the nature and operation of the issuer’s business. The board should provide continuing education opportunities for all directors.	The Corporate Governance Committee has the mandate to consider the appropriateness of implementing, from time to time and as appropriate, orientation and continuing education for directors. Directors receive comprehensive packages prior to each Board and committee meetings, and are regularly briefed by management to discuss the business and activities of the Corporation.
E.      Ethical Business Conduct
8.  The board should adopt a written code of business conduct and ethics. The code should be applicable to directors, officers and employees of the issuer.	The Corporation has adopted a written code of conduct. This code is available through SEDAR at www.sedar.com. All directors, officers and employees of the Corporation are provided with a copy of the code of conduct.
9. The board should be responsible for monitoring compliance with the code. Any waivers from the code that are granted for the benefit of the issuer’s directors or executive officers should be granted by the board (or a board committee) only.	The Corporate Governance Committee monitors compliance with the Corporation's code of conduct. The Board has not granted any waiver from the code of conduct in favour of any director or executive officer of the Corporation in the fiscal year ended January 31, 2009.
10. The board must ensure that directors exercise independent judgment in considering transactions and agreements in which a director or executive officer has a material interest.	The code of conduct of the Corporation provides that each employee of the Corporation must avoid any conflict, or perception of conflict, between his or her personal interests and the interests of the Corporation in transacting the Corporation's business. In the context of their fiduciary duties, directors must adhere to the same standards. All actions and decisions by employees in the performance of work must be based on impartial and objective assessments of the Corporation's interests in the situation, without regard to any matter that could affect (or be seen by others to possibly affect) their judgment. The code of conduct also provides that no employee shall have any business relations of any kind with, or any interest, financial or otherwise, (except as a passive investor of a publicly traded Company) in, or work for any person firm or company which has or seeks to have business relations with the Corporation or any of its subsidiaries or which is engaged in any business which is directly or indirectly competitive with the business of the Corporation or any of its subsidiaries.
11.  The board must take steps to encourage and promote a culture of ethical business conduct.	The Board is committed to encouraging and promoting a culture of ethical business conduct and integrity throughout the Corporation. In order to achieve this objective, significant efforts are made to the implementation, monitoring and enforcement of the Corporation's code of conduct. In this respect, the code of conduct specifically provides that employees have an obligation to immediately disclose any breach of the code of conduct.
F.       Nomination of Directors
12. The board should appoint a nominating committee composed entirely of independent directors.	The Corporate Governance Committee is responsible for identifying nominees to the Board for election as directors. The Corporate Governance Committee is composed of a majority of independent directors.
13. The nominating committee should have a written charter that clearly establishes the committee’s purpose, responsibilities, member qualifications, member appointment and removal, structure, operations and manner of reporting to the board. In addition, the nominating committee should be given authority to engage and compensate any outside advisor that it determines to be necessary to permit it to carry out its duties.	The Board has adopted a charter of the Corporate Governance Committee which clearly establishes the Corporate Governance Committee's purpose, responsibilities, member qualifications, member appointment and removal, structure, operations and manner of reporting to the Board. The charter also provides authority to the Corporate Governance Committee to engage an outside advisor, if necessary, with the approval of the Audit Committee.
14. Prior to nominating or appointing individuals as directors, the board should adopt a process involving the following steps: consider what competencies and skills the board, as a whole, should possess and assess what competencies and skills each existing director possesses.	The Board is composed of directors with a variety of backgrounds, skills and experience. The Corporate Governance Committee is responsible for identifying and recommending to the Board individuals qualified to become board members. From time to time and as appropriate, the Corporate Governance Committee reviews the credentials of nominees to the Board, and assesses the existing strengths of the Board as well as the changing needs of the Corporation, to determine which individuals possess the competencies and skills it should seek in new Board members to add value to the Corporation.
15. The board should also consider the appropriate size of the board, with a view to facilitating effective decision-making by the board.	The Board presently consists of eight directors (all of which are standing for re-election, except for Maurice Tousson) with a variety of backgrounds. Its size and composition are subject to periodic review of the Corporate Governance Committee.
16. The nominating committee should be responsible for identifying individuals qualified to become new board members and recommending to the board the new director nominees for the next annual meeting of shareholders.	The Corporate Governance Committee is responsible for identifying and recommending to the Board new candidates for election and for filing director vacancies.
17. In making its recommendations, the nominating committee should consider the competencies and skills that the board considers to be necessary for the board, as a whole, to possess and those that the board considers each existing director and new nominee to possess.	As described above, the Corporate Governance Committee ensures that the composition of the Board is such that the necessary competencies and skills are represented on the Board and that the nominees can carry out the Mandate of the Board and add value to the Corporation.
G.      Compensation
18. The board should appoint a compensation committee composed entirely of independent directors.	The Compensation Committee is responsible for assisting the Board in discharging its oversight responsibilities relating to executive compensation. The Compensation Committee is composed entirely of independent directors.
19. The compensation committee should have a written charter that establishes the committee’s purpose, responsibilities, member qualifications, member appointment and removal, structure, operations and the manner of reporting to the board. In addition, the compensation committee should be given authority to engage and compensate any outside advisor that it determines to be necessary to permit it to carry out its duties.	The Board has adopted a charter of the Compensation Committee which clearly establishes the Compensation Committee's purpose, responsibilities, member qualifications, member appointment and removal, structure, operations and manner of reporting to the Board. The charter also provides authority to the Compensation Committee to engage an outside advisor, if necessary. However, individual members of the Committee shall not be authorized to retain outside counsel or any other advisors at the expense of the Corporation without the prior consent of the Audit Committee.
20. The compensation committee should be responsible for: reviewing and approving corporate goals and objectives relevant to CEO compensation, evaluating the CEO’s performance in light of those corporate goals and objectives, and determining (or making recommendations to the board with respect to) the CEO’s compensation level based on this evaluation; making recommendations to the board with respect to non-CEO officer and director compensation, incentive-compensation plans and equity-based plans and reviewing executive compensation disclosure before the issuer publicly discloses this information.	The Compensation Committee is responsible for reviewing and recommending to the Board the levels of compensation of the CEO and the officers reporting to the CEO as well as reviewing the objectives of the CEO and assessing her performance in respect of such objectives. The Compensation Committee is also responsible for reviewing the adequacy and forms of compensation, director compensation and the review of the executive compensation disclosure of the issuer.
21.  If a compensation consultant or advisor has, at any time since the beginning of the issuer’s most recently completed financial year, been retained to assist in determining compensation for any of the issuer’s directors and officers, disclose the identity of the consultant or advisor and briefly summarize the mandate for which they have been retained. If the consultant or advisor has been retained to perform any other work for the issuer, state that fact and briefly describe the nature of the work.	No compensation consultant was retained during the most recently completed financial year of the Corporation.
H.      Other Board Committees
22. Identify the standing committees of the board other than the audit, nominating and compensation committees, and describe their function.	The Board has an Audit Committee, Corporate Governance Committee, Executive Committee and Compensation Committee described in detail at pages 20 and 21 of this proxy circular.
I.        Assessments
23. The board, its committees and each individual director should be regularly assessed regarding his, her or its effectiveness and contribution.	The Corporate Governance Committee has the mandate, explicitly documented in its Charter, to implement a process for assessing the effectiveness of the Board, its committees and individual directors.