Sino-Forest is governed by a Board of Directors composed of highly experienced executives, most of whom are considered independent under  Canadian securities legislation. The mandates of all Directors have been defined to clearly delineate their responsibilities: Directors' mandate - Directors are responsible for strategic planning, monitoring tactical progress, risk assessment, senior level staffing, integrity of the corporation, material transactions, disclosure policy and code of business conduct, feedback from shareholders, attendance of and participation on Board meetings, and corporate governance Role and mandate of Chairman - the Chairman, who is also the CEO, is responsible for providing leadership to enhance Directors' effectiveness, managing the Board, and representing the corporation to external groups   Role and mandate of the Lead Director - the Lead Director, W. Judson Martin appointed in 2007, an independent Director who assists the Chairman (when the latter is not independent) is responsible for providing leadership to enhance Directors' effectiveness, managing the Board, acting as liaison between the Board and management and representing the corporation to external groups Mandate of the Chief Executive Officer - the CEO is responsible for managing the strategic and operational agenda of the Corporation, and executing the directives and policies of the Directors The Board functions with the following committees, all of which are composed of independent Directors: Audit Committee - chair Jamie Hyde; members Edmund Mak, W. Judson Martin Charter - to monitor the corporation’s system of internal financial controls, to evaluate and report on the integrity of financial statements including management discussion and analysis and related news releases of the corporation, to enhance the independence of the Corporation's external auditor, and to oversee the accounting and financial reporting processes and audits of financial statements of the corporation Corporate Governance Committee - chair W. Judson Martin, members  Edmund Mak, Jamie Hyde Charter - to develop and monitor the corporation's approach to matters of governance Compensation and Nominating Committee - chair W. Judson Martin, members Edmund Mak, Simon Murray. Charter - to develop and monitor the corporation's approach to the compensation of its Officers and to the nomination of Directors to the Board The Board has also adopted the use of the following corporate governance policies and tools: Code of Business Conduct - This code highlights key issues and identifies policies and resources to help employees, Officers and Directors reach appropriate decisions. The code deals with responsibility and accountability toward employees, business partners, shareholders, competitors, governments, conflicts of interest, reporting violations and other matters Public Disclosure Policy - This policy calls for the full, true and plain public disclosure of all "material" information in a timely manner in order to keep investors equally informed about the corporation's operations and results. It covers spokespersons, timing and procedures for disclosure, responding to market rumours, communications with investors and analysts, forward-looking statements and other matters. Insider Trading Policy - This policy requires that persons in a "special relationship" with the corporation maintain the confidentiality of "material"information concerning the business and affairs of the corporation and imposes various restrictions and procedures on such persons with respect to the trading of the corporation's securities. Whistle Blower Policy - This policy provides a means for employees, Officers and Directors to raise concerns regarding breaches of the corporation's Code of Business Conduct and questionable accounting or auditing matters, and provides reassurance that they will be protected from reprisals or victimization for whistleblowing in good faith, discouraging illegal activity and business conduct that damages the corporation's reputation, business interests and relationships. Board Effectiveness Survey - this survey is used to assess the Board's effectiveness with respect to its responsibilities and operations As a publicly listed company in Canada, Sino-Forest has adopted best practice approach to corporate governance as recommended by Canadian securities regulators and by the Toronto Stock Exchange. The corporation's Report on Corporate Governance and a description of its Alignment With Corporate Governance Guidelines are set out in Sino-Forest’s Management Information Circular