Exhibit 15.2  MANDATE
OF THE BOARD OF DIRECTORS  The Board of Directors (the Board)
is responsible for the stewardship of the Corporation and, as such, it must
provide independent, effective leadership and vision to supervise the
management of the Corporations business and affairs. The Board may delegate
certain tasks to its committees. However, such delegation does not relieve the
Board of its overall responsibilities. The Board provides leadership and vision
to supervise the management of the Corporation in the best interests of its
shareholders.  All decisions of the Board must
be made in the best interests of the Corporation and its shareholders.  COMPOSITION
AND QUORUM  The Board is composed of a
minimum of three (3) and a
maximum of fifteen (15) directors. The majority of the directors must be
independent under the Categorical Standards
of Independence  for Directors
(the Categorical Standards) adopted by the Board and applicable law.  The quorum at any meeting of
the Board is a majority of directors in office.  RESPONSIBILITIES  The Board has the following
responsibilities:  With respect
to strategic planning  (1)Reviewing and approving,
annually, the Corporations long-term strategy, taking into account, amongst
other matters, business opportunities and risks.  (2)Approving
and monitoring the implementation of the Corporations annual business plan.  (3)Advising
management on strategic issues.  With respect
to human resources and performance assessment  (1)Selecting
the President and Chief Executive Officer (CEO) and approving the appointment
of the officers,  (2)With the advice of the Human
Resources and Compensation Committee, approving the corporate objectives that
the CEO is responsible for meeting and evaluating the CEOs performance in light
of theses objectives and the Boards expectations and approving the CEOs
global compensation based on this evaluation.  (3)With the advice of the Human
Resources and Compensation Committee, evaluating the performance of the four (4) most
senior ranking executive officers of the Corporation (other than the CEO)
against the Boards expectations and fixed objectives and approving their
global compensation based on this evaluation.  With respect
to financial matters and internal control  (1)Monitoring
the integrity and quality of the Corporations financial statements and the
appropriateness of their disclosure.  (2)Reviewing the general content
of the Corporations Annual Information Form, Annual Report, Management Proxy
Circular, Managements Discussion and Analysis, prospectuses, Form 6-K
(including any Supplemental Disclosure documents thereto) and Form 40-F,
and any other document required to be disclosed or filed by the Corporation
before their public disclosure or filing with regulatory authorities in Canada
or the United States.


(3)Approving operating and capital
budgets, the issuance of securities and, subject to the Schedule of
Authority adopted by the Board, any matter or transaction in excess
of the delegated authority.  (4)Considering and, in the Boards
discretion, approving any matters recommended by the Board Committees and/or
proposed by management.  (5)Determining
dividend policies and procedures and approving the payment of dividends.  (6)Ensuring that appropriate
systems are in place to identify business risks and opportunities and
overseeing the implementation of processes to manage these risks and
opportunities.  (7)Monitoring
the Corporations internal control and management information systems.  (8)Monitoring
the Corporations compliance with applicable legal and regulatory requirements.  (9)Reviewing annually the Corporations
Disclosure Policy and monitoring the
Corporations communications with analysts, investors and the public.  With respect
to corporate governance matters  (1)Overseeing
management in the competent and ethical operation of the Corporation.  (2)Taking all reasonable steps to
satisfy itself of the integrity of management and that management creates a
culture of integrity throughout the Corporation.  (3)Ensuring that appropriate
processes are in place, so that the Board and its Committees can function
independently from management.  (4)With the advice of the
Nominating and Corporate Governance Committee, reviewing, once or more annually
as required, the Corporations corporate governance guidelines and adopting new
ones. Identifying decisions that require approval of the Board. Ensuring that
the Corporation has measures for receiving feedback from the shareholders.  (5)With the advice of the
Nominating and Corporate Governance Committee, reviewing annually the
comprehensive Code of Business Conduct for the
Corporations directors, officers and employees, which Code also serves as a
Code of Ethics for the CEO and the financial officers of the Corporation.
Monitoring compliance with the Code of Business Conduct
and granting exceptionally and disclosing, or declining, any waiver from the
Code for directors and officers.  (6)Ensuring that there is an
annual performance assessment of the Board, Board Committees, Board and
Committee Chairs and individual directors and Lead Director.  (7)Monitoring
management and Board succession planning process.  (8)Monitoring the size and
composition of the Board and its Committees based on competencies, skills and
personal qualities sought in Board members. Reviewing and approving annually
the composition of the Board Committees.  (9)Upon recommendation of the
Nominating and Corporate Governance Committee, approving the list of Board
nominees for election by shareholders.  (10)Reviewing and approving annually
the mandates of the Board and Committees and of their respective Chairman and
of the Lead Director. The Board delegates certain of its functions to
Committees, each of which has a written charter. There are five (5) Board
Committees, to wit: (i) the Executive Committee; (ii) the Audit
Committee, (iii) the Human Resources and Compensation Committee, (iv) the
Nominating and Corporate Governance Committee and, (v) the Pension
Committee. The roles and responsibilities of each Committee are described in
the respective Committee charter.


(11)With the advice of the Nominating
and Corporate Governance Committee, determining, in the Boards business
judgment, that all the Audit Committee members are financially literate and
determining which Audit Committee member qualifies as an audit committee
financial expert under applicable law.  (12)If an Audit Committee member
simultaneously serves on the audit committees of more than three (3) public
companies (including the Corporation), determining whether such simultaneous
service does not impair the ability of such member to effectively serve on the
Corporations Audit Committee  With respect
to pension matters  (1)In
conjunction with the Pension Committee, monitoring governance structure,
funding, and investment policies for the Corporations pension plans.  (2)In
conjunction with the Pension Committee, monitoring the investment management of
the pension funds.  METHOD OF
OPERATION  (1)The Board shall appoint
annually its Chairman and Vice Chairman from among the Corporations directors.
The Board shall also appoint annually a Lead Director from and amongst the
independent directors to chair the independent directors meetings and to
assume other appropriate functions as specified in the Lead Directors mandate.  (2)Meetings of the Board are held
at least quarterly and as required; in addition, a special meeting of the Board
is held, at least annually, to review the Corporations strategic plan.  (3)The Chairman of the Board
develops the agenda for each Board meeting in consultation with the CEO and the
Secretary. The agenda and the appropriate material are provided to the
directors on a timely basis prior to any Board meeting.  (4)The
independent directors meet in camera sessions at each regularly scheduled
meeting.  (5)The Nominating and Corporate
Governance Committee annually supervises the performance assessment of
individual directors, the Board as a whole, the Board Committees, and the Board
and Committee Chairs, as well as of the Lead Director.