Governance Policy (NI-58-101)

1. Independent Directors

See page 15 of the 2010 Management Information Circular for details on the nine (9) Board members who are independent under the standard of NI-58-101 and information on the one Board member who is not independent and why.

Currently, the Board of Directors is satisfied that it exercises its responsibilities for independent oversight of management. The ability to establish ad hoc committees comprised solely of independent Directors provides the Board of Directors with the ability to meet independently of management whenever deemed necessary or appropriate and the chair of each such ad hoc committee provides leadership for such committee.

2. Majority of Independent Directors

Nine of the ten nominees (90%) proposed by management for election to the Board of Directors are independent. To assist the Board of Directors with its determination, all Directors annually complete a detailed questionnaire about their business and charitable relationships and shareholdings. Churchill management and outside independent legal counsel review all information provided to confirm Director independence.

3. Other Directorships

See page 19 of the 2010 Management Information Circular for Directorships of Churchill’s Board members hold with other public entities.

4. Meetings without management or non-independent Directors

See page 21 of the 2010 Management Information Circular for a discussion of this item.

5. Board Chair Independence

Mr. Bellstedt, the Board Chair, is independent. The Board Chair provides independent, effective leadership to the Board of Directors in the governance of Churchill. He also sets the tone for the Board of Directors and its members to foster ethical and responsible decision-making, appropriate oversight of management and good corporate governance practices.

6. Director Attendance

See page 21 of the 2010 Management Information Circular for Director attendance for all Board of Directors meetings and committee meeting held in 2009.

7. Board Mandate

The Board of Directors has adopted a set of Corporate Governance Guidelines and Board Mandate, which is attached to the 2010 Management Information Circular as Exhibit B.

8. Position Descriptions

The Board of Directors has developed written position descriptions for the Chairman and the chair of each Board Committee. The position description for the Chairman is described in Exhibit B.

The Board of Directors together with the CEO have developed a written position description for the CEO.

9. Orientation and Continuing Education

The Board of Directors has developed a written policy regarding the Orientation and Continuing Education of Directors. This policy describes an orientation program for new Directors in regards to the role of the Board and its committees, an overview of the business and the corporate strategy as well as their roles as Directors. The policy outlines a framework for continuing education of Directors in regards to corporate governance, business issues and personal development. The cost of attendance at seminars and conferences related to corporate governance is paid by the Corporation.

The orientation program for new Directors is facilitated by members of the Executive and the Board. All new directors are provided with an orientation manual which includes the Corporation’s most recent significant public disclosure documents, current strategic plan, budget documents and minutes from recent committee and board meetings. Additionally, new Directors receive a Directors’ manual containing, among other items, the articles of incorporation and bylaws of the Corporation, copies of key corporate policies, the committee terms of reference, directors and officers insurance and indemnification policies. Prior to or shortly after joining the Board, each new director will come to the Corporate centre for an orientation session to meet the functional heads of finance, human resources, corporate development, investor relations and internal audit. Each new director is also given the opportunity to meet with the Corporation’s independent external auditors.

Members of the Board of Directors are regularly updated by management on the Corporation’s activities and operations. There are a number of regularly scheduled committee and Board meetings where topics for presentation and discussion include among others, financial and operational reviews; safety matters; legal claims and litigation; acquisition and divestiture opportunities; strategic planning; investor relations; internal audit matters and succession planning. Typically, board materials include information relating to current regulatory, accounting and financial issues and the directors regularly discuss such issues at the Board and committee level. As appropriate, independent external auditors, independent compensation consultants, legal counsel, economists or investment banking professionals may be invited to attend a portion of a board meeting to make a presentation on a specific topic for the education of the Board or a committee.

10. Ethical Business Conduct

The Board of Directors has developed a written Director Code of Ethics. A copy of this code was filed on SEDAR at www.sedar.com on October 5, 2006. Compliance with the code is monitored by the Governance and Nominating Committee. The code addresses conflict of interest, use of corporate assets, confidentiality and compliance with laws and regulations. The code also describes a process to disclose any potential conflict of interest and to ensure independent judgment regarding Board discussions and decision making. If the Board is making decisions that could give rise to a conflict of interest with respect to a particular Director then that Director shall disclose his conflict, withdraw from deliberations altogether and shall not vote on any motion pertaining to the issue.

The Board of Directors has developed a written code of business conduct and ethics for its employees. The Board of Directors has established a corporate-wide Whistleblower Policy. This policy is comprehensive and addresses issues such as unethical behaviour and unprofessional conduct in addition to financial and accounting matters.

11. Nomination of Directors

The Governance and Nominating Committee of the Board is responsible for the identification of new candidates for Board nomination. The committee is composed entirely of independent Directors.

The committee has written terms of reference which describe its duties and responsibilities with respect to Board nomination and Board effectiveness as described in Exhibit C which is attached to this Management Information Circular. It outlines a process to consider what competencies and skills the Board as a whole should possess; to evaluate the characteristics of the existing Board with a view to determining areas that could be strengthened through new Board members; and to approach potential candidates.

12. Compensation

The Human Resources and Compensation Committee is responsible for reviewing and recommending to the Board the compensation philosophy, guidelines and general plans for remuneration of the Corporation’s employees, officers and Directors. The committee reviews and recommends to the Board the annual compensation of the CEO, the CFO and the named executive officers. The committee retained 3XCD Inc. and the Hay Group Limited, to assist them in evaluating and ranking all executive positions in the Executive Incentives Program, and design of executive compensation management structure based on the Balanced Comparator Group. The work performed by the 3XCD Inc. and Hay Group Limited assisted the Committee in its review and recommendations to the Board.

The members of the committee are disclosed on pages 15 to 18 under the heading “Board of Directors - Nominees.” The committee is composed entirely of independent Directors.

The committee has written terms of reference as described in Exhibit D which is attached to this Management Information Circular. In respect to compensation matters, these include reviewing and recommending to the Board of Directors the compensation philosophy, guidelines and general plans for base salaries, corporate benefits, bonuses and other incentives, long term compensation programs and other compensation or benefit packages for employees. As well, the terms of reference outline responsibility for reviewing and approving corporate goals and objectives relevant to CEO compensation; Director compensation; the review of executive compensation disclosure; succession plans for officers and key employees; and material changes and trends in human resources policy, procedure, compensation and benefits.

13. Other Board Committees

The Corporation has no other standing committees at this time other than the Audit Committee, the Human Resources and Compensation Committee, the Governance and Nominating Committee and the Health, Safety and Environment Committee.

14.Assessments

The Governance and Nominating Committee has been given the mandate from the Board to monitor and assess the overall effectiveness of the Board, its committees and individual Directors.

The written terms of reference for the committee include a section on Board effectiveness practices which describe an evaluation and assessment process. The process includes: self-evaluation of each Board meeting by means of a questionnaire; annual consultation with each Director; regular evaluation of the Board and its committees by the Governance and Nominating Committee; and an anonymous survey questionnaire related to the performance of the Chairman of the Board, which is sent to each Director.

AUDIT COMMITTEE

The Audit Committee is a committee of the Board to which the Board delegates its responsibility for oversight of the financial reporting process and financial risk management. The Audit Committee is also responsible for managing, on behalf of the shareholders, the relationship between the Corporation and the external auditor. Pursuant to National Instrument 52-110, Audit Committees, the Corporation is required to disclose certain information with respect to its Audit Committee, which is included in the Annual Information Form (the “AIF”) of the Corporation with respect to the financial year ended December 31, 2009 and filed on SEDAR at www.sedar.com on March 30, 2010. See, “Audit Committee Information” and “Schedule A. The Audit Commitee: Terms of Reference in the AIF.”