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                                                                    Exhibit 15.1

                      MANDATE OF THE BOARD OF DIRECTORS OF

                          WESTERN FOREST PRODUCTS INC.

1.    GENERAL

      The Board of Directors (the "Board") of Western Forest Products Inc. (the
      "Corporation") is responsible for the overall stewardship of the
      Corporation and is elected by the shareholders to represent and serve the
      interests of all shareholders of the Corporation.

      The Board will appoint a competent executive management team to run the
      day-to-day operations of the Corporation and will oversee and supervise
      the management of the business of the Corporation by that team. The Board
      will also review the Corporation's systems of corporate governance and
      financial reporting and controls with the objective that the Corporation
      reports accurate and complete financial information to shareholders and
      engages in ethical and legal corporate conduct.

      The Board will carry out its mandate directly and through the following
      committees of the Board (and such other committees as it may appoint from
      time to time): the Audit Committee, the Management Resources and
      Compensation Committee, the Nominating and Corporate Governance Committee
      and the Environmental, Health and Safety Committee.

2.    APPOINTMENT, SUPERVISION AND COMPENSATION OF MANAGEMENT

      To carry out its responsibilities, the Board will:

      -     Appoint the Chief Executive Officer ("CEO") and confirm the
            appointment of other senior officers comprising the senior
            management team ("SMT") and provide them with advice and counsel.

      -     Monitor the performance of the CEO and SMT against a set of mutually
            agreed corporate objectives directed at maximizing shareholder
            value.

      -     To the extent feasible, satisfy itself as to the integrity of the
            CEO and other senior officers and encourage the CEO and other senior
            officers to create a culture of integrity throughout the
            organization.

      -     Approve CEO compensation.

      -     Establish a process to provide for management succession.

      -     Establish boundaries between the Board and management
            responsibilities and establish limits of authority delegated to
            management.

      -     Review and consider for approval:

            -     corporate strategy and operating plans;

            -     capital and operating budgets; and

            -     matters of policy;
            and any material amendments thereto or departures therefrom proposed
            by management.

3.    STRATEGIC PLANNING AND RISK MANAGEMENT

      The Board will:

      -     Adopt a strategic planning process and review and approve annually a
            corporate strategic plan which takes into account, among other
            things, the opportunities and risks of the business on a long-term
            and short-term basis.

      -     Review for consistency with the corporate strategy and approve
            annually management's operational plans.

      -     Monitor management's performance against both short-term and
            long-term strategic plans and annual performance objectives.

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      -     Confirm that a management system is in place to identify the
            principal risks to the Corporation and its business and that
            appropriate procedures are in place to monitor and mitigate those
            risks.

      -     Confirm that processes are in place to comply with the Corporation's
            by-laws, Codes of Conduct and all other significant policies and
            procedures.

4.    FINANCIAL REPORTING, REGULATORY COMPLIANCE AND CONTROLS

      The Board will:

      -     Approve the Corporation's financial statements and oversee the
            Corporation's compliance with applicable audit, accounting and
            financial reporting requirements.

      -     Review and approve annual operating and capital budgets.

      -     Review and assess the adequacy and effectiveness of the
            Corporation's internal control and management information systems.

      -     Review operating and financial performance results relative to
            established strategy, budgets and objectives.

      -     Review and assess the adequacy of the Audit Committee Charter
            periodically.

      -     Confirm that management processes are in place to address and comply
            with applicable regulatory, corporate, securities and other
            compliance matters.

5.    SHAREHOLDER COMMUNICATION AND DISCLOSURE

      The Board will:

      -     Confirm that management has established a system for effective
            corporate communications including processes for consistent,
            transparent regular and timely public disclosure.

      -     Approve the adoption of a disclosure policy relating to, among other
            matters, the confidentiality of the Corporation's business
            information (the "Communications Policy") and monitor compliance
            with such policy;

      -     Report annually to shareholders on the Board's stewardship for the
            previous year.

      -     Determine appropriate criteria against which to evaluate corporate
            performance against shareholder expectations and confirm that the
            Corporation has a system in place to receive feedback from
            shareholders.

      -     Review and assess the adequacy of the Communications Policy and
            Insider Trading Policy periodically.

6.    CORPORATE GOVERNANCE

      The Board will:

      -     Establish an appropriate system of corporate governance including
            practices to permit the Board to function independently of
            management.

      -     Adopt, from time to time, criteria for selection of Board members.

      -     Approve the nomination of directors. Prior to approving such
            nominations, the Board should first consider what competencies and
            skills the Board, as a whole, should possess. It should then assess
            what competencies and skills each existing director possesses. It is
            unlikely that any one director will have all the competencies and
            skills required by the Board. Instead, the Board should be
            considered as a group, with each individual making his or her own
            contribution. Attention should also be paid to the personality and
            other qualities of each director as these may ultimately determine
            the boardroom dynamic. The Board should then consider the
            competencies and skills each new nominee will bring and whether he
            or she can devote sufficient time to the Board.

      -     Establish committees, initially an Audit Committee, an
            Environmental, Health and Safety Committee, a Nominating and
            Corporate Governance Committee and a Management Resources and
            Compensation Committee and approve their respective charters, the
            limits of authority delegated to each committee and position
            descriptions for the Chair of the Committee.

      -     The Board should regularly assess its own effectiveness, as well as
            effectiveness and contribution of each Board Committee and each
            individual director. An assessment should consider (a)

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            compliance with this Board mandate, (b) the Charter of each Board
            Committee, and (c) the competencies and skills each individual
            director is expected to bring to the Board.

      -     Review on an annual basis the independence of each Board member and
            whether the composition of the Board needs to be changed due to
            independence concerns.

      -     Review the adequacy and form of directors' compensation.

      -     Arrange for non-management directors to meet regularly, and with the
            objective of not less frequently than quarterly, without management
            present.

      -     Establish a minimum attendance expectation for Board members in
            respect of Board and committee meetings, keeping in mind the
            principle that the Board believes that all directors should attend
            and participate in all meetings of the Board and each committee on
            which he or she sits.

7.    CODES OF CONDUCT

      The Board will:

      -     Adopt a Code of Business Conduct and Ethics and an Employee Code of
            Conduct (collectively, the "Codes of Conduct") and monitor
            compliance with those codes.

      -     Approve any waivers and require disclosure of any waivers of the
            Codes of Conduct in the Corporation's annual report or management
            information circular.

8.    THE CHAIR OF THE BOARD

      The Chair of the Board reports to the shareholders and provides leadership
      to the Board in matters relating to the effective execution of all Board
      responsibilities and works with the CEO and SMT to address the
      organization's responsibilities to stakeholders including shareholders,
      employees, customers, governments and the public. The Chair of the Board
      will be a person other than the CEO.

      The Chair of the Board will:

      -     Provide effective leadership so that the Board can function
            independently of management by requiring that the Board meets
            regularly without management and that the Board and Board members
            may engage outside advisors subject to the approval of the Chair or
            the majority of independent Board members.

      -     Establish procedures to govern the Board's work including:

            -     scheduling meetings of the Board and its committees;

            -     chairing all meetings of the Board;

            -     encouraging full participation, stimulating debate and
                  facilitating consensus and clarity regarding decision-making;

            -     developing the agenda for Board meetings with input from other
                  Board members and management;

            -     requiring that proper and timely information is delivered to
                  the Board;

            -     requiring that the Board has appropriate administrative
                  support; and

            -     addressing complaints, questions and concerns regarding Board
                  matters.

      -     Require that the Board fully exercises its responsibilities and
            duties and complies with applicable governance and other policies.

      -     Meet or communicate regularly with the CEO regarding corporate
            governance matters, corporate performance and feedback from Board
            members.

      -     Act as a liaison between the Board and management.

      -     Serve as advisor to the CEO and other officers.

      -     Together with the Nominating and Corporate Governance Committee,
            establish appropriate committee structures, including the assignment
            of Board members and the appointment of committee chairs.

      -     Establish, together with the Nominating and Corporate Governance
            Committee, an adequate orientation and ongoing training programs for
            Board members.

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      -     Together with the Board's Nominating and Corporate Governance
            Committee, establish performance criteria for the Board and for
            individual Board members and coordinate the evaluation of
            performance and reporting against these criteria.

      -     Establish performance criteria for the CEO to facilitate the
            evaluation of the CEO's performance.

      -     Work with the Nominating and Corporate Governance Committee to
            establish and manage a succession program for the CEO's position.

      -     Oversee matters relating to shareholder relations and chair meetings
            of the shareholders.

      -     Work with the CEO to represent the Corporation to external
            stakeholders including shareholders, the investment community,
            governments and communities.

      The Chair of the Board's performance will be measured by the Board, with
      the recommendations of the Nominating and Corporate Governance Committee,
      against the following key metrics:

      -     The effectiveness with which the Board functions, including
            satisfaction of Board members regarding the functioning of the
            Board.

      -     The extent to which the Corporation carries out its responsibilities
            to shareholders, employees, customers, governments, and the public.

      -     The quality of communications between the Board and management,
            including satisfaction of members of management and Board members
            regarding this communication.

9.    THE CHIEF EXECUTIVE OFFICER

      The CEO is accountable to the Board for achieving corporate objectives
      within specified limitations and in accordance with the CEO's performance
      objectives determined annually by the Board.

      The CEO will:

      -     Provide vision and leadership for the Corporation.

      -     Develop and recommend corporate strategies, and business and
            financial plans for the approval of the Board.

      -     Execute the corporate strategy with a goal of achieving profitable
            growth and maximizing shareholder value for the Corporation's
            shareholders.

      -     Manage the business operations in accordance with the strategic
            direction approved by the Board and within operational policies as
            determined by the Board.

      -     Challenge management to set and achieve viable annual and long-term
            strategic and financial goals.

      -     Monitor the performance of management against a set of initially
            agreed corporate objectives directed at maximizing shareholder
            value.

      -     Recommend appropriate rewards and incentives for management.

      -     Report information from management to the Board in a manner and time
            so that the Board may effectively monitor and evaluate corporate
            (operational and financial) performance against stated objectives
            and within executive limitations.

      -     Report to the Board on relevant trends, anticipated media and
            analyst coverage, material external or internal changes, and any
            changes in the assumptions upon which any Board decision or approval
            has previously been made.

      -     Advise the Board if, in the CEO's opinion, the Board is not in
            compliance with its own policies, or legal and/or regulatory
            requirements.

      -     Provide the Board with all information and access that the Board may
            require in order to make fully-informed decisions.

      -     Report in a timely manner any actual or anticipated non-compliance
            with any Board approved policy or decision.

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      -     Promote compliance with the Employee Code of Conduct, cause an
            investigation of any reported violations to be undertaken and cause
            an appropriate response to be taken to any violation of the Employee
            Code of Conduct.

      Dated as of May 6, 2005