Environment, Social and Governance

Communications to shareholders

The Board recognizes the importance of providing our shareholders and interested parties with a means of direct communication with Board members. Shareholders and interested parties who wish to contact the Chairman of the Board or our Not employed Directors may do so by writing to the Board or to our Not employed
Directors, c/o our Corporate Secretary, at one of our principal executive offices. In addition, shareholder recommendations for director nominees are welcome and should be sent to our Executive Vice President and General Counsel at 2700 Colorado Avenue, Santa Monica, California 90404, who will forward such recommendations to the committee chair. appointments and corporate governance. please look About the Annual Meeting – May I propose actions or recommend director nominees for consideration next year Annual General and special Meeting of Shareholders? for more information on the timeline for submitting these recommendations. The full text of our shareholder communication policy is available on our website at

Code of Business Conduct and Ethics

We have a Code of Business Conduct and Ethics (and an addendum to the Anti-Corruption Policy) which applies to all of our directors, officers and employees and which is available on our website at, or may be obtained in printed form, free of charge, by any shareholder on application to our Corporate Secretary at any of our principal executive offices. We will disclose on our website any waivers or changes to the code that apply to our chief executive, chief financial officer, chief accounting officer, or persons performing similar functions.

Annual director reviews

In accordance with our Corporate Governance Guidelines and the Nominating and Governance Committee Charter, the Nominating and Governance Committee oversees an annual assessment of the performance of the Board, its committees and each director to assess the overall effectiveness of the board and its committees, the performance of directors and the dynamics of the board. The evaluation process is designed to facilitate the continuous and systematic review of the Board’s effectiveness and accountability and to identify opportunities for improving its operations and procedures. The effectiveness of individual directors is reviewed annually when directors report reappointment. In June 2022, detailed surveys were used for the assessments carried out for the Board and each committee. The surveys were intended to provide information on the skills, behaviors and effectiveness of the board, committees and directors, as well as suggested areas for improvement.

Independence of directors

It is the board’s policy that, as required by the requirements of the New York Stock Exchange listing standards, a majority of directors be “independent” of the company and its management. For a director to be deemed “independent”, the board will affirmatively determine that the director has no material relationship with the Company or its affiliates or any executive officer of the Company or its affiliates.

In accordance with our corporate governance guidelines, the board began its annual director independence review in June 2022. During the annual review, the board reviewed the transactions and relationships between each director or any immediate family member and the Company and its subsidiaries and affiliates, including those disclosed under Certain Related Relationships and Transactions below. The Board also reviewed the transactions and relations with the Company between the directors or their affiliates and the members of the general management of the Company or their affiliates. As provided in our corporate governance guidelines, the purpose of this review was to determine whether such relationships or transactions were inconsistent with the determination that the director is “independent”. The Nominating and Corporate Governance Committee, with the assistance of attorneys, regularly reviews our corporate governance guidelines to ensure they comply with Canadian laws and SEC regulations and the NYSE. The full text of our corporate governance guidelines is available on our website at may be obtained in printed form, free of charge, by any shareholder on application to our Corporate Secretary at any of our principal executive offices.

As a result of this review, the board has determined that 10 of our directors, including each of Messrs. Crawford, Fries, Rachesky, Simm, Simmons, Sloan and Mmes. Clyburn, Fine, McCaw and Ostolaza, are “independentunder our Director Independence Standards, which are available on our website at standards (except for Ms. Clyburn), SEC rules and regulations (for Audit and Risk Committee members) and NYSE listing standards (including enhanced independence requirements for members of the remuneration committee).

A number of our independent directors are currently or have been directors or executive officers of other public companies. All board committees are composed entirely of independent directors, each with a different function

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