Exhibit
15.3  STATEMENT OF CORPORATE GOVERNANCE PRACTICES  AS OF MARCH 5,
2009  Corporate Governance Disclosure
  Requirements
  (National Instrument 58-101 
  Disclosure of Corporate Governance
  Practices)
  
  Corporate Governance Practices
  at the Corporation1.
  Board of Directors(a)
  Disclose the identity of directors who are
  independent.
  
  Independence
  - The Board of Directors of the Corporation (the Board) must determine
  which of its directors qualify as independent
  directors. In order to do so, the Board has developed and adopted Categorical
  Standards of Independence for Directors of the Corporation (the Categorical
  Standards), which are derived from the corporate governance guidelines
  established by the Canadian Securities Administrators and the Sarbanes-Oxley Act of 2002.The Categorical Standards are
  available on the Corporations website at www.quebecorworld.comunder
  the Investors Tab.
  
  On the basis of the definition in
  Section 1.4 of the CanadianMultilateral Instrument 52-110 Audit Committees (MI 52-110), a director is independent if he or she has no direct or indirect
  material relationship with the Corporation. A material
  relationship is one that could, in the view of the Board, be
  reasonably expected to interfere with the exercise of a directors
  independent judgement.
  
  The Board, in conjunction with the
  Nominating and Corporate Governance Committee, has reviewed the relationships
  of each Board member and has affirmatively determined that four (4) out
  of the six (6) directors are independent,
  namely:
  
  ·Douglas
  G. Bassett
  ·André Caillé
  ·Michèle
  Desjardins
  ·Alain
  Rhéaume(b)
  Disclose the identity of directors who are
  not independent, and describe the basis for that determination.
  
  The Board, in conjunction with the
  Nominating and Corporate Governance Committee, has reviewed the relationships
  of each Board member and has determined that the following directors are not
  independent within the meaning of the Categorical Standards:
  
  ·Jacques
  Mallette is not independent since he is the President and Chief Executive
  Officer of the Corporation.
  
  ·The
  Right Honourable Brian Mulroney is not independent since he is the Chairman
  of the Board of the Corporation and senior partner of the law firm Ogilvy
  Renault LLP, principal


Corporate Governance Disclosure
  Requirements
  (National Instrument 58-101 
  Disclosure of Corporate Governance
  Practices)
  
  Corporate Governance Practices
  at the Corporationlegal counsel to the
  Corporation.(c)
  Disclose whether or not a majority of
  directors are independent. If a majority of directors are not independent,
  describe what the Board of Directors does to facilitate its exercise of
  independent judgement in carrying out its responsibilities.
  
  Majority of Independent Directors  Four (4) out of the six
  (6) directors are independent.(d)
  If a director is presently a director of
  any other issuer that is a reporting issuer (or the equivalent) in a
  jurisdiction or a foreign jurisdiction, identify both the director and the
  other issuer.
  
  Outside Directorships - All directorships with other
  public entities for each Board member are set out in the Corporations annual
  report for the financial year ended December 31, 2008.(e)
  Disclose whether or not the independent
  directors hold regularly scheduled meetings at which non-independent
  directors and members of management are not in attendance. If the independent
  directors hold such meetings, disclose the number of meetings held since the
  beginning of the issuers most recently completed year. If independent
  directors do not hold such meetings, describe what the Board does to
  facilitate open and candid discussion among its independent directors.
  
  In CameraSessions of the Board - The Mandate of the Board
  stipulates that the independent directors hold in camera sessions after each regularly scheduled meeting.
  In 2008, the independent directors held four in camera
  sessions during or after Board meetings and two specialin camerasessions at which Mr. Jacques Mallette, a non-independent
  director, was invited to attend.
  
  In CameraSessions of the
  Committees -
  The members of the Audit Committee, Human Resources and Compensation
  Committee, Nominating and Corporate Governance Committee and Pension
  Committee, are all independent. Generally, these Committees hold in camera sessions after each regularly scheduled meeting
  without management being present.
  
  The following list indicates the number of
  regular meetings held in 2008 which were immediately followed by an in camerasession:
  
  ·Audit
  Committee:4 of
  4
  
  ·Nominating
  and Corporate Governance Committee: In 2008, this Committee
  held two special meetings but neither any regular meeting nor any in camerasession.
  
  ·Human
  Resources and Compensation Committee: 1 of 4
  
  ·Pension
  Committee: 4 of 4  2


Corporate Governance Disclosure
  Requirements
  (National Instrument 58-101 
  Disclosure of Corporate Governance
  Practices)
  
  Corporate Governance Practices
  at the Corporation(f)
  Disclose whether
  or not the Chair of the Board is an independent director. If the Board has a
  Chair or Lead Director who is an independent director, disclosethe identity of the Chair
  or Lead Director and describe his or her role and responsibilities. If the
  Board has neither a Chair that is independent nor a Lead Director that is
  independent, describe what the Board does to provide leadership for its
  independent directors.
  
  Lead Director - Given that the Chairman of the Board is not independent, the Board
  has appointed Alain Rhéaume, an independent director, to act as Lead
  Director.
  
  In general, the role and responsibilities
  of the independent Lead Director include the following: (i) ensuring
  that the Board functions independently of management and that independent directors
  have regular opportunities to meet to discuss issues without management being
  present; (ii) chairing separate meetings of the independent directors;
  (iii) reporting to the Chairman of the Board on the discussions held
  during the meetings of the independent directors; and (iv) being
  available to directors who have concerns that cannot be addressed through the
  Chairman of the Board.
  
  The Position
  Description of the Lead Director is available on the Corporations website at
  www.quebecorworld.com under the
  Investors Tab.(g)
  Disclose the attendance record of each
  director for all Board meetings held since the beginning of the issuers most
  recently completed financial year.
  
  Record
  Attendance - The Board held 17meetings
  during the financial year ended December 31, 2008. The following table
  sets out the attendance record of each of the current directors at Board
  meetings and Committee meetings during the financial year ended
  December 31, 2008:  NUMBER OF MEETINGS
  ATTENDED / NUMBER OF
  MEETINGS HELD(1)DIRECTORS
  
  BOARD
  
  COMMITTEESDouglas G.
  Bassett
  
  16/17
  
  15/15André Caillé
  
  17/17
  
  41/41Michèle
  Desjardins
  
  17/17
  
  40/41Jacques
  Mallette
  
  17/17
  
  28/28The Right
  Honourable Brian Mulroney
  
  16/17
  
  N/AAlain
  Rhéaume
  
  17/17
  
  21/21OVERALL
  ATTENDANCE RATE:
  
  98%
  
  98%  (1) Since becoming a director or a member
  of the relevant Committee(s).  2.Board Mandate Disclose the text of the Boards written mandate. If the Board does
  not have a written mandate, describe how the Board delineates its role
  
  Board Mandate - The Boards role is to assume
  stewardship of the Corporations overall administration and to oversee the
  management of the Corporations operations. The Board has approved and
  adopted a formal mandate (the Board Mandate) describing the composition,
  responsibilities and operational  3


Corporate Governance Disclosure
  Requirements
  (National Instrument 58-101 
  Disclosure of Corporate Governance
  Practices)
  
  Corporate Governance Practices
  at the Corporationand responsibilities.
  
  procedures
  of the Board.
  
  Although management conducts the
  Corporations day-to-day operations, the Board has a duty of stewardship and,
  as such, it is responsible for supervising the management of the
  Corporations business and affairs.
  
  The Board
  Mandate is filed as Exhibit 15.2 tothe Corporations
  annual report for the
  financial year ended December 31, 2008 and is also available on the
  Corporations website at www.quebecorworld.com
  under the Investors Tab.3.     Position Descriptions(a)Disclose whether or not the Board
  has developed written position descriptions for the Chair and the Chair of
  each Board Committee. If the Board has not developed written position
  descriptions for the Chair and/or the Chair of each Board Committee, briefly
  describe how the Board delineates the role and responsibilities of each such
  position.
  
  Mandate of the Chairman of the Board - The Board has adopted written
  position descriptions for the Chairman of the Board and committee chairs.
  
  The Chairman of the Board is responsible
  for the efficient operation of the Board. His key role is to ensure that the
  Board fully executes its Mandate and clearly understands and respects the
  boundaries between the responsibilities of the Board and those of management.
  The Board expects its Chairman to provide leadership to enhance Board
  effectiveness, ensuring that the Board works as a cohesive group.
  
  Mandate
  of Committee Chairmen  The role of the Chairman
  of a Committee is to ensure that the Committee fully executes its Mandate and
  that the Committee works as a cohesive team. Each Committee Chairman must
  report on a regular basis to the Board regarding the activities of the
  Committee.
  
  The Committee Chairman Position Description
  is available on the Corporations website at www.quebecorworld.com
  under the Investors Tab.(b)Disclose whether or not the Board
  and CEO have developed a written position description for the CEO. If the
  Board and CEO have not developed such a position description, briefly
  describe how the Board delineates the role and responsibilities of the CEO.
  
  Mandate of the Chief Executive Officer - The Board has adopted a formal
  description of the role and responsibilities of the President and Chief
  Executive Officer of the Corporation (the CEO).
  
  Among other things, the CEO is responsible
  for implementing the Corporations strategic and operational objectives and
  for execution of the Boards decisions. Moreover, the CEO must establish the
  required procedures for fostering a corporate culture that promotes
  integrity, discipline and rigorous financial policies.
  
  Also, the Human Resources and Compensation
  Committee, together with the Board and the CEO, develops corporate goals  4


Corporate Governance Disclosure
  Requirements
  (National Instrument 58-101 
  Disclosure of Corporate Governance
  Practices)
  
  Corporate Governance Practices
  at the Corporationand objectives that the CEO is responsible
  for meeting.4.
  Orientation and Continuing Education(a)
  Briefly
  describe what measures the Board takes to orient new directors regarding:
  
  (i)the
  role of the Board,
  its committees and its directors, and
  
  (ii)the
  nature and operation
  of the issuers business.
  
  Orientation
  Program
  - The Nominating and Corporate Governance Committee is responsible for
  developing, monitoring and reviewing orientation and continuing education
  programs for directors. Senior management also provides new directors with
  historical and forward-looking information regarding the Corporations
  operations and financial condition. Also, new directors may meet with members
  of senior management to discuss any topics concerning the Corporation.(b)
  Briefly
  describe what measures, if any, the Board takes to provide continuing
  education for its directors. If the Board does not provide continuing
  education,describe how the Board ensures that its directors maintain the
  skill and knowledge necessary to meet their obligations as directors.
  
  Continuing Education - Senior management regularly makes presentations to the Board
  regarding the business environment, methods of operation and organizational
  structure of the Corporation as well as various other aspects concerning the
  Corporation. Also, the directors have full access to senior management and
  employees of the Corporation.
  
  The Board receives a comprehensive
  package of information prior to each Board and Committee meeting and attends
  periodic strategic planning sessions and budget meetings.
  
  The Board reviews and approves the
  Corporations strategic plans. In addition to addressing key initiatives,
  these plans include details of the opportunities, risks, competitive
  position, financial projections and other key performance indicators for each
  of the principal business groups.
  
  The directors
  have the possibility to attend seminars on relevant topics organized by
  specialized firms, the whole as part of the Directors Continuing Education
  Program.5.
  Ethical Business Conduct(a)
  Disclose
  whether or not the Board has adopted a written code for the directors,
  officers and employees. If theBoard has adopted a written code:
  
  Code of Ethics - The Board has adopted a Code of
  Business Conduct (the Code) to promote a culture of ethical business
  conduct within the Corporation, which governs the behavior of the
  Corporations and its subsidiaries directors, officers and employees.
  
  Specific Code of Ethics -  In
  March 2009, the Board adopted a Specific Code of Ethics Governing Financial
  Officers (the Specific  5


Corporate Governance Disclosure
  Requirements
  (National Instrument 58-101 
  Disclosure of Corporate Governance
  Practices)
  
  Corporate Governance Practices
  at the CorporationCode of
  Ethics), which applies to the principal executive officer, principal
  financial officer, principal accounting officer or controller, or persons
  performing similar functions. The Specific Code of Ethics supplements,
  but does not replace, the Code by emphasizing certain standards applicable to
  financial officers, particularly with respect to the integrity of the
  Corporations financial documents.(i)Disclose how a person or company may obtain a
  copy of the code;
  
  The Code and the Specific Code of Ethics
  are available on the Corporations web site at www.quebecorworld.com
  under the Investors Tab and on SEDAR under the Corporations profile at www.sedar.com. Paper copies are also available upon
  request from the Corporate Secretary of the Corporation.(ii)Describe how the Board monitors compliance with
  its code, or if the Board does not monitor compliance, explain whether and
  how the Board satisfies itself regarding compliance with its code; and
  
  The Code is given to all the employees of
  the Corporation and its subsidiaries. Upon being hired, all employees must
  sign a declaration confirming that they have read and understood the provisions
  of the Code and undertake to comply therewith.
  
  The head of the Internal Audit department
  provides reports, on a regular basis, to the Audit Committee on departures
  from the Code that have been brought to his attention, through the
  whistleblowing service (i.e. the confidential ethics line and secured website
  that is operated by an independent third party) or other internal mechanisms,
  and the steps taken by the Corporation to deal with any reported wrongdoings.
  The Chairman of the Audit Committee informs the Board thereof at each regular
  meeting of the Board.
  
  In addition, an annual attestation process
  exists to ensure that management throughout the organization respects the
  Code.
  
  Violations of
  the Specific Code of Ethics may be reported either through the whistleblowing
  service or up the hierarchy of authority to the Chief Financial Officer, who would
  then be required to report all such violations to the Audit Committee.(iii)Provide a cross-reference to any material change
  report filed since the beginning of the issuers most recently completed
  financial year that pertains to any conduct of a director or executive
  officer that constitutes a
  
  No material change report has
  been required or filedsince
  the beginning of the Corporations most recently completed financial year
  regarding a departure from the Code.  6


Corporate Governance Disclosure
  Requirements
  (National Instrument 58-101 
  Disclosure of Corporate Governance
  Practices)
  
  Corporate Governance Practices
  at the Corporationdeparture from the code.(b)Describe any steps the Board takes
  to ensure directors exercise independent judgement in considering
  transactions and agreements in respect of which a director or executive officer
  has a material interest.
  
  Process for Dealing with Conflicts of
  Interest - It is the Nominating and Corporate Governance Committees role to
  review any transactions and contracts that would be entered into between the
  Corporation and any of its directors and executive officers.
  
  The directors have a duty to report any
  conflict of interest to the Board. Thus, when a conflict of interest arises,
  a director is required to disclose his or her interest and abstain from
  voting on the matter. In addition, the concerned director will not be present
  during the relevant discussions.(c)Describe any other steps the Board
  takes to encourage and promote a culture of ethical business conduct.
  
  Reporting Process - In addition to monitoring
  compliance with the Code, and more recently the Specific Code of Ethics, the
  Board has adopted various internal policies to encourage and promote a
  culture of ethical business conduct, including the following:
  
  ·Policy Relating to the Use of Privileged Information:The purpose of this Policy is to
  remind the directors, officers and employees of the Corporation that are
  privy to confidential information (the Privileged Information) that could
  likely affect the market price or value of the Corporations securities or of
  any third party (theOther
  Party) to significant negotiations, that they are prohibited from trading in
  the securities of the Corporation and of the Other Party, until the expiry of
  a 24-hour period following the public disclosure of the Privileged Information.
  Also, the directors and officers of the Corporation and all other persons who
  are deemed to be insiders of the Corporation are prohibited from trading in
  the securities of the Corporation during certain blackout periods set forth
  in this Policy.
  
  ·Blackout Policy:The
  purpose of this Policy is to help the directors and executive officers to
  comply with applicable U.S insider trading laws and regulations relating to
  pension fund blackout periods, the whole in conformity with theSarbanes-Oxley Act of 2002.
  
  ·A Disclosure Policy: The objective of this Policy is to ensure that disclosure to the
  investing public regarding the Corporation is made in a timely manner,
  accurate and in keeping with the facts, and broadly disseminated in
  accordance with the relevant legal and regulatory  7


Corporate Governance Disclosure
  Requirements
  (National Instrument 58-101 
  Disclosure of Corporate Governance
  Practices)
  
  Corporate Governance Practices
  at the Corporationrequirements.6.Nomination of Directors(a)Describe the process by which the
  Board identifies new candidates for Board nomination.
  
  Board Candidate - The Nominating and Corporate
  Governance Committee is responsible for: (i) developing and reviewing
  criteria for selecting directors, by regularly assessing, firstly, the
  qualifications, personal skills, business background, diversified experience
  and complementary knowledge and qualifications that the Board members have
  and, secondly, that fit with the Corporations needs; (ii) identifying, in
  conjunction with the Chairman of the Board, nominees for membership on the
  Board; (iii) recommending nominees to fill vacancies on the Board; and
  (iv) assisting the Board and its Chairman in selecting Committee
  members. The Chairman of the Nominating and Corporate Governance Committee discusses
  with the Chairman of the Board the recommendations made by the Committee and
  meets with the candidates.
  
  The Committee may retain an independent
  recruiting firm, if need be, to identify candidates.
  
  The Nominating and Corporate Governance
  Committee ensures that the composition of the Board is such that all
  necessary competencies and skills are represented on the Board and that the
  nominees make up a competent and dynamic team which can carry out the Board
  Mandate.(b)Disclose whether or not the Board
  has a Nominating Committee composed entirely of independent directors. If the
  Board does not have a Nominating Committee composed entirely of independent
  directors, describe what steps the Board takes to encourage an objective
  nomination process.
  
  Composition of the Nominating and Corporate
  Governance Committee - The Committee is currently composed of
  three (3) directors:
  
  ·Alain
  Rhéaume  Chairman
  ·Douglas
  G. Bassett
  ·Michèle Desjardins
  
  The Board has determined that each member
  of the Nominating and Corporate Governance Committee is independent
  within the meaning of the Categorical Standards.(c)If the Board has a Nominating
  Committee, describe the responsibilities, powers and operation of the
  Nominating Committee.
  
  Responsibility of the Nominating and
  Corporate Governance Committee - In addition to the responsibility and
  powers described in paragraph 6(a) above and paragraph 7(a) below,
  the Nominating and Corporate Governance Committee: (i) assists the Board in
  developing, monitoring and overseeing the Corporations corporate governance
  practices; (ii) makes  8


Corporate Governance Disclosure
  Requirements
  (National Instrument 58-101 
  Disclosure of Corporate Governance
  Practices)
  
  Corporate Governance Practices
  at the Corporationrecommendations to the Board, in order to enhance the Corporations
  corporate governance practices; (iii) periodically reviews the Boards
  and the Executive Committees Mandate, its own Mandate, the Mandate of the
  Chairman of the Board and the Committee Chairman Position Description;
  (iv) periodically reviews the Code, and (v) reviews the
  Corporations whistleblowing mechanism and ensures that no employee is
  discharged or otherwise penalized for reporting in good faith potential
  violations to the policies or applicable laws and regulations.
  
  During the financial year ended December 31, 2008, the
  Nominating and Corporate Governance Committee held two special meetings but
  no regular meeting. The Mandate of the Committee is available on the
  Corporations website at www.quebecorworld.com
  under the Investors Tab.7.
  Compensation(a)
  Describe the process by which the Board determines the compensation
  for the issuers directors and officers
  
  Process to Determine Directors Compensation:The Nominating and Corporate
  Governance Committee is responsible for reviewing the adequacy and form of
  directors compensation. In making its recommendations to the Board, the
  Committee takes into account the time commitment, the risks and
  responsibilities of directors as well as the types of compensation and the
  amounts paid to the directors based on a peer group of North American
  publicly traded companies of comparable size and complexity operating
  in the media, information and entertainment, manufacturing and other capital
  intensive industries, with international scale and scope (the Reference Market). Members of
  the Board who serve in a management function for the Corporation or its
  subsidiaries, receive no
  remuneration as directors.
  
  Process to Determine Executive Compensation: The Human Resources and
  Compensation Committee is responsible for assessing, on an annual basis, and
  approving the global compensation of senior management, or in the case of the
  Corporations five most senior ranking executive officers (i.e. the Named
  Executive Officers), recommending their compensation to the Board. Thus, the
  Board, upon recommendation of the Committee, approves the global compensation
  of the five most senior ranking executive officers.
  
  To determine appropriate
  compensation levels, the Corporation uses general industry market data
  provided by compensation  9


Corporate Governance Disclosure
  Requirements
  (National Instrument 58-101 
  Disclosure of Corporate Governance
  Practices)
  
  Corporate Governance Practices
  at the Corporationconsultants to establish
  compensation for senior management, based on the following compensation
  elements: base salary, target annual incentive and total direct compensation.
  
  Details of
  directors and officers compensation are disclosed in the Corporations
  annual report for the financial year ended December 31, 2008.(b)
  Disclose
  whether or not the Board has a Compensation Committee composed entirely of
  independent directors. If the Board does not have a Compensation Committee
  composed entirely of independent directors, describe what steps the Board
  takes to ensure an objective process for determining such compensation.
  
  Composition of the Human Resources and Compensation Committee - The Committee is currently composed of three
  (3) directors:
  
  ·André Caillé   Chairman
  ·Michèle Desjardins
  ·Alain Rhéaume
  
  The Board
  has determined that each member of the Human Resources and Compensation
  Committee is independent within the meaning of the Categorical Standards.(c)
  If the Board has a Compensation Committee, describe the
  responsibilities, powers and operation of the Compensation Committee.
  
  Responsibilities of the Human Resources and Compensation Committee - The Committees
  responsibilities include: (i) succession planning for the members of
  senior management; (ii) hiring and appointment, as well as the
  assessment of members of senior management and approving the compensation of
  senior management or, in the case of the Corporations five most senior
  ranking executive officers (i.e. the Named Executive Officers), recommending
  their compensation to the Board; (iii) reviewing the CEOs corporate
  goals and objectives and assessing his performance in light of such goals and
  objectives; and (iv) ensuring that appropriate human resources systems are
  in place, so that the Corporation can attract, motivate and retain executives
  and personnel who exhibit high standards of integrity, as well as competence
  in order to meet its business objectives.During the financial year ended December 31, 2008, the Human
  Resources and Compensation Committee held four meetings. The Mandate of the
  Committee is available on the Corporations website at www.quebecorworld.com
  under the Investors Tab.(d)
  If a compensation consultant or advisor has, at any time since the
  beginning of the
  
  Compensation Consultant  Periodically, the Human Resources and
  Compensation Committee receives general industry market data from Towers
  Perrin and Mercer to establish senior managements compensation.  10


Corporate Governance Disclosure
  Requirements
  (National Instrument 58-101 
  Disclosure of Corporate Governance
  Practices)
  
  Corporate Governance Practices
  at the Corporationissuers most recently completed financial year, been retained to
  assist in determining compensation for any of the issuers directors and
  officers, disclose the identity of the consultant or advisor and briefly
  summarize the mandate for which they have been retained. If the consultant or
  advisor has been retained to perform any other work for the issuer, state the
  fact and briefly describe the nature of the work.
  
  The Corporation retains the services of compensation consultants to
  provide specific market surveys in case of new hires or promotions among its
  senior management.
  
  As such, in 2008, in the context of the Insolvency
  Proceedings, the Corporation retained the services of Towers Perrin in order
  to develop the enhanced portion of its 2008/2009 Management Incentive
  Compensation Plan, which is described inthe Corporations annual report for the
  financial year ended December 31, 2008.8.
  Other Board Committees If the Board has standing Committees other
  than the Audit, Compensation and Nominating Committees, identify the
  Committees and describe their function.
  
  Other Board Committees - The Board has four additional standing
  committees, namely: the Executive Committee, the Pension Committee, the
  Restructuring Committee and the Independent Committee. The roles and
  responsibilities of such Committees are described below.
  
  Executive Committee: The Board has adopted a formal Mandate for
  the Executive Committee, which provides that it must be composed of a minimum
  of three (3) and a maximum of seven (7) directors, a majority of whom
  must be, and are, independent
  within the meaning of the Categorical Standards. The Mandate provides that
  the Committee shall deal with such matters as cannot be effectively dealt
  with by the Board in a timely fashion and will be convened to meet on an ad hoc basis in order to do so. The
  Executive Committee did not hold any meeting in 2008.
  
  The Executive Committee is currently composed of four
  (4) directors:
  
  ·Douglas
  G. Bassett  Chairman
  ·Alain
  Rhéaume
  ·André
  Caillé
  ·The
  Right Honorable Brian Mulroney
  
  The Mandate of the Executive Committee is available on the
  Corporations website at www.quebecorworld.com
  under the Investors Tab.
  
  Pension Committee: The Board has adopted a formal Mandate for
  the Pension Committee. The Pension Committee assists the  11


Corporate Governance Disclosure
  Requirements
  (National Instrument 58-101 
  Disclosure of Corporate Governance
  Practices)
  
  Corporate Governance Practices
  at the CorporationBoard in discharging its responsibilities with regard to the
  administration, funding and investment of the Corporations pension plans.
  
  The Pension Committee is currently composed of three
  (3) directors:
  
  ·Douglas G. Bassett  Chairman
  ·André Caillé
  ·Michèle
  Desjardins
  
  The Board has determined that each member of the Pension Committee is
  independent within the meaning of the
  Categorical Standards.
  
  During the financial year
  ended December 31, 2008, the Pension Committee held fourmeetings.
  
  The Mandate of the Pension Committee is available on the
  Corporations website at www.quebecorworld.com
  under the Investors tab.
  
  Restructuring Committee: On February 21, 2008, the Board
  adopted a formal Mandate for the Restructuring Committee. The Restructuring
  Committee is mandated, in the context of the Insolvency Proceedings,
  to facilitate and supervise the work of management and its advisors in
  developing such plan or plans as may be necessary or desirable to effect
  (i) a restructuring of the Corporations financial affairs and/or (ii) a
  recapitalization of the Corporation, and to report thereon to the Board.
  
  The Restructuring Committee
  is currently composed of four (4) directors:
  
  ·André
  Caillé  Chairman
  ·Michèle
  Desjardins
  ·Jacques
  Mallette
  ·Alain
  Rhéaume
  
  During the financial year
  ended December 31, 2008, the Restructuring Committee held 28meetings.
  
  Independent
  Committee: On January 11, 2008, the Board
  created a first independent committee called the Special Independent
  Committee. The mandate of this committee, composed of four independent
  directors, was specifically related to the Corporations attempt to obtain a
  new financing by January 15, 2008.
  
  On August 12, 2008, the Board
  created another Independent Committee mandated to deal with matters
  pertaining to the Corporation which may have raised or presented issues of
  industry confidentiality or trade information sensitivity or conflicts for
  members of the Board having relationships with competitors or withQuebecor Inc.
  
  The
  Independent Committee is currently composed of three (3) independent
  directors:
  
  ·Alain
  Rhéaume  Chairman
  ·      André Caillé
  ·      Michèle
  Desjardins9.
  Assessments Disclose whether or not the Board, its
  Committees and individual directors are regularly assessed with respect to
  their effectiveness and contribution. If assessments are regularly conducted,
  describe the process used for the
  
  Assessment Process - Periodically, the Nominating and Corporate
  Governance Committee assesses the performance and effectiveness of the Board
  as a whole, the Board Committees and the committee chairmen. A peer
  evaluation may be included in this process.
  
  As part of this process, a performance assessment questionnaire that
  covers a wide range of topics is distributed to each director  12


Corporate Governance Disclosure
  Requirements
  (National Instrument 58-101 
  Disclosure of Corporate Governance
  Practices)
  
  Corporate Governance Practices
  at the Corporationassessments. If assessments are not regularly conducted, describe how
  the Board satisfies itself that the Board, its Committees, and its individual
  directors are performing effectively.
  
  for the purpose of evaluating the performance of the Board and its
  Committees. The results of the questionnaire are compiled on a confidential
  basis to encourage full and frank commentary and are discussed at the next
  regular meeting of the Nominating and Corporate Governance Committee. The
  results of the questionnaire pertaining to the Board and individual directors
  (if a peer evaluation has been performed) are reported to the Chairman of the
  Board. Also, the results of the questionnaire pertaining to a Committee are
  discussed with the Chairman of the relevant Committee, who will thereafter
  discuss the Committees performance with its members.MI 52-110 states that each Audit Committee member must be financially
  literate.
  
  Financial Literacy - Each
  member of the Audit Committee is financially literate
  i.e. he is able to read and understand a set of financial statements that
  present a breadth and level of complexity of accounting issues that are
  generally comparable to the breadth and complexity of the issues that can reasonably
  be expected to be raised by the Corporations financial statements.
  
  Audit
  Committee Financial Expert - In addition, the
  Board has determined that Alain Rhéaume and André Caillé, each of whom is a
  member of the Audit Committee, is an audit committee financial expert (as
  defined in Item 16A of Form 20-F).MI 52-110 states that the Audit Committee must have a written charter
  that sets out its mandate and responsibilities.
  
  Responsibility of the Audit Committee - The Mandate of the Audit Committee,
  filed as Exhibit 15.1 to the Corporations annual report for the
  financial year ended December 31, 2008, describes explicitly the role and oversight responsibility of the
  Audit Committee.MI 52-110 states that an Audit Committee must recommend to the Board
  of Directors: (a) the external auditor to be nominated for the purposes
  of preparing or issuing an auditors report or performing other audit, review
  or attest services for the issuer; and (b) the compensation of the
  external auditors.
  
  Appointment
  of External Auditors - The Mandate of the Audit
  Committee states that the Committee is responsible for recommending the
  appointment and, if appropriate, the termination of the external auditors
  mandate, their compensation, as well as evaluating and monitoring their
  qualifications, performance and independence.MI 52-110 states that the Audit Committee must be directly
  responsible for overseeing the work of the external auditors engaged for
  purpose of preparing and issuing an auditors report or performing other
  
  Relations with External Auditors - The Audit Committee is
  responsible for overseeing the work of the external auditors and discussing
  with them the Corporations accounting policies and any changes that are
  proposed to be made thereto, which includes reviewing with the external
  auditors audit problems or difficulties, if any, and managements response
  thereto and resolving any  13


Corporate Governance Disclosure
  Requirements
  (National Instrument 58-101 
  Disclosure of Corporate Governance
  Practices)
  
  Corporate Governance Practices
  at the Corporationaudit, review or attest services for the issuer, including the
  resolution of disagreements between management and the external auditors
  regarding financial reporting.
  
  disagreement
  between them regarding accounting and financial reporting.MI 52-110 states that an Audit Committee must pre-approve all
  non-audit services to be provided to the issuer or its subsidiary entities by
  the issuers external auditors.
  
  Pre-Approval of Non-Audit Services  Pursuant to its Mandate, the
  Audit Committee approves and oversees all relationships between the external
  auditors and the Corporation, including: (i) determining which non-audit
  services the external auditors are prohibited from providing;
  (ii) pre-approving all audit services and permitted non-audit services
  that may be provided by the external auditors; and (iii) approving the
  total amount of fees paid by the Corporation to the external auditors for all
  audit and permitted non-audit services.
  
  The Audit Committee has adopted an Approval Policy for Services
  Provided by the External Auditor in conformity with the applicable Canadian
  and U.S. rules (for more details, seeCorporations annual report for the financial
  year ended December 31, 2008). The Audit Committee reviews this Policy and the list of
  pre-approved services that may be rendered by the external auditors annually.MI 52-110 states that an audit committee must review the issuers
  financial statements, MD&A and annual and interim earnings press releases
  before the issuer publicly discloses this information. These rules also
  mention that the Audit Committee must be satisfied that adequate procedures
  are in place for the review of the issuers public disclosure of financial
  information extracted or derived from the issuers financial statements,
  other than the public disclosure referred to in the preceding sentence, and
  must periodically assess the adequacy of those procedures.
  
  Review of Financial Information Documents  Pursuant to its Mandate, the
  Audit Committee is responsible for reviewing annual and quarterly financial
  statements, annual and quarterly Managements Discussion and Analysis
  (MD&A), financial and earnings press releases and certain other
  disclosure and offering documents, prior to their approval by the Board of
  Directors and disclosure and filing with the regulatory authorities. The
  Committee must also review with management and the external auditors the
  financial information contained in documents required to be disclosed or
  filed by the Corporation before their disclosure or filing with the
  securities regulatory authorities in Canada and the United States.MI 52-110 states that an Audit Committee must establish procedures
  for: (a) the receipt, retention and treatment of complaints received by
  the issuer regarding accounting,
  
  Complaints on Accounting or Other Matters  The Corporation has established
  procedures for the receipt, retention and treatment of complaints or concerns
  received by the Corporation regarding questionable accounting, internal
  accounting control or auditing matters or employee concerns  14


Corporate Governance Disclosure
  Requirements
  (National Instrument 58-101 
  Disclosure of Corporate Governance
  Practices)
  
  Corporate Governance Practices
  at the Corporationinternal accounting controls, or auditing matters; and (b) the
  confidential, anonymous submission by employees of the issuer of concerns
  regarding questionable accounting or auditing matters.
  
  regarding accounting or auditing matters, while ensuring
  confidentiality and anonymity. In connection with the foregoing, the
  Corporation has implemented a whistleblowing service. At each quarterly Audit
  Committee meeting, the head of the Internal Audit department presents an
  activity report, which includes a summary of complaints received through the
  whistleblowing service and the results of the investigations conducted in
  connection therewith. Please refer to the Corporations Code of Business
  Conduct that is available on the Corporations website at www.quebecorworld.com under the Investors Tab.MI 52-110 states that the Audit Committee
  must review and approve the issuers hiring policies regarding partners,
  employees and former partners and employees of the present and former
  external auditors of the issuer.
  
  External Auditors Hiring Policy - The Audit Committee is
  responsible for reviewing hiring policies for the current and former partners
  and employees of the Corporations firm of external auditors. In conformity
  with MI 52-110 and the U.S. Sarbanes-Oxley Act
  of 2002,the Audit Committee has adopted a Policy
  Respecting the Hiring of Employees of the External Auditors. The
  Corporation reviews this Policy regularly.MI 52-110 states that the Audit Committee must have the authority:
  (a) to engage independent counsel and other advisors as it determines
  necessary to carry out its duties; (b) to set and pay the compensation
  for any advisors employed by the Audit Committee; and (c) to communicate
  directly with the internal and external auditors.
  
  Authority to Engage Independent Counsel - The Mandate of the Audit
  Committee states that the Committee may, when circumstances dictate, hire
  external advisors, subject to advising the Chairman of the Board thereof. The
  Audit Committee will then make arrangements with the Corporation for the
  appropriate funding for payment of the external advisors retained by it.
  Also, the Audit Committee has the authority to communicate directly with the
  internal and external auditors.  15