A Commitment to Best Practices in Corporate Governance

OTG Financial's senior management and the OTG Financial Board have placed corporate governance at the top of their priority list. We believe that adhering to 'best practices' in the area of corporate governance will insure that clients' and shareholder interests are both protected and enhanced.

Ownership: OTG Financial Inc. (OTGF) is a 100% wholly owned subsidiary of the Ontario Secondary School Teachers' Federation (OSSTF).

Board of Directors: As at January 2005, there are six directors. Two are senior OSSTF staff members, one is the elected Treasurer of OSSTF, one is a teacher and member of OSSTF and two are outside independent directors without any ties to the shareholder. It is the OTGF Board's intent to add additional outside independent directors in the future.

There are up-to-date Corporate By-laws in place which, along with a unanimous shareholder agreement, govern the activities of the Board and the Officers of OTGF.

Other Key Governance Practices:

• Based upon best practices in corporate governance, the role of Chair and CEO were split in 2002. No employee of OTGF is a Director.
• In the summer of 2003, the Board adopted a formal Board of Directors Handbook. The handbook explains board member responsibilities and functions. It was developed with the assistance of the Richard Ivey School of Business's Corporate Governance Department.
• The Board meets formally with OTGF's management six times per year. The Board also meets independently of OTGF management on a regular basis.
• The Board has a designated Vice-Chair and Corporate Secretary. An Audit Committee is a permanent part of the governance structure. Other committees of the Board are formed as required.
• An Advisory Committee consists of members representing a broad spectrum of educators in Ontario. All members are unit holder clients of OTGF. Their job is to represent the interests of unit holders. It reports to the CEO and the Board, providing input on investment management policies and marketing strategies.

OTGF and its Board regularly review its governance structures and processes to ensure it adheres to both new and existing best practices.