Governance

The Board of Directors of the Company have established three committees: the Audit Committee, the Compensation Committee and a Corporate Governance and Nominating Committee. The Board of Directors has also established additional corporate governance policies to ensure that international standards of corporate governance are maintained.

Audit Committee

The Audit Committee has been structured to comply with the requirements of MI 52-110. The Audit Committee is comprised of Michael King (Chair), Frank Abbott and George Jones. Each member of the Audit Committee is financially literate as required by MI 52-110 and, except for Mr. Abbott, each is an independent director of TEAL under MI 52-110.

The Audit Committee oversees the accounting and financial reporting practices and procedures of TEAL and its subsidiaries, and the audits of the Company’s financial statements. The principal responsibilities of the Audit Committee include: (i) overseeing the quality and integrity of the internal controls and accounting procedures of TEAL and its subsidiaries, including reviewing the Company’s procedures for internal control with the Company’s auditor and chief financial officer; (ii) reviewing and assessing the quality and integrity of the Company’s annual and quarterly financial statements and related management discussion and analysis, as well as all other material continuous disclosure documents, such as the Company’s annual information form; (iii) monitoring compliance with legal and regulatory requirements related to financial reporting; (iv) reviewing and approving the engagement of the auditor of the Company and independent audit fees; (v) reviewing the qualifications, performance and independence of the auditor of the Company, considering the auditor’s recommendations and managing the relationship with the auditor, including meeting with the auditor as required in connection with the audit services provided to the Company; (vi) assessing the Company’s accounting policies and monitoring significant changes in accounting practices; (vii) assessing the Company’s financial and accounting personnel; (viii) reviewing the Company’s risk management procedures; (ix) reviewing any significant transactions outside the Company’s ordinary course of business and any pending litigation involving the Company; and (x) examining improprieties or suspected improprieties with respect to accounting and other matters that affect financial reporting.

Compensation Committee

The Compensation Committee is comprised of André Wilkens (Chair), Frank Abbott and Norman Hardie, who is an independent director of TEAL under MI 52-110.

The Compensation Committee oversees the remuneration policies and practices of TEAL and its subsidiaries. The principal responsibilities of the Compensation Committee include: (i) considering the Company’s overall remuneration strategy and, where information is available, verifying the appropriateness of existing remuneration levels using external sources for comparison; (ii) comparing the nature and amount of the Company’s directors’ and executive officers’ compensation to performance against goals set for the year while considering relevant comparative information, independent expert advice and the financial position of the Company; (iii) making recommendations to the Board of Directors of TEAL in respect of director and executive officer remuneration matters, with the overall objective of ensuring maximum shareholder benefit from the retention of high quality board and executive team members; and (iv) managing the Company’s share appreciation rights plan and awarding grants under the plan.

Corporate Governance and Nominating Committee

The Corporate Governance and Nominating Committee is comprised of George Jones (Chair), Michael King and André Wilkens. Messrs. Jones and King are independent directors of TEAL under MI 52-110.

The Corporate Governance and Nominating Committee oversees the Company’s approach to corporate governance matters. The principal responsibilities of the Corporate Governance and Nominating Committee include: (i) monitoring and overseeing the quality and effectiveness of the corporate governance practices and policies of TEAL and its subsidiaries; (ii) considering nominees for independent directors of TEAL; (iii) adopting and implementing corporate communications policies and ensuring the effectiveness and integrity of communication and reporting to TEAL’s shareholders and the public generally; (iv) planning for the succession of directors and executive officers of the Company, including appointing, training and monitoring senior management to ensure that TEAL’s Board of Directors and management have appropriate skill and experience; (v) administrating the Board of Directors’ relationship with the management of TEAL; and (vi) monitoring the quality and effectiveness of the Company’s corporate governance system.