EXHIBIT 11.2
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                     EXFO ELECTRO-OPTICAL ENGINEERING INC.

                               BOARD OF DIRECTORS
                        CORPORATE GOVERNANCE GUIDELINES



I.       BOARD ISSUES

         MEMBERSHIP:

1.       SIZE OF BOARD. The Board's maximum size is twelve (12) members.

2.       MAJORITY OF INDEPENDENT  DIRECTORS.  The Board will have a majority of
         directors who meet the criteria for  independence  required by Nasdaq.
         The  Board  must  determine,  based on all of the  relevant  facts and
         circumstances,  whether  each  director  satisfies  the  criteria  for
         independence and must disclose each of these determinations. The Board
         may adopt and  disclose  categorical  standards to assist it in making
         such determinations and may make a general disclosure if each director
         meets  these  standards.  Any  determination  of  independence  for  a
         director  who  does  not  meet  these  standards,   however,  must  be
         specifically explained.

3.       BOARD  MEMBERSHIP  CRITERIA.  The Board  seeks  members  from  diverse
         professional and personal  backgrounds who combine a broad spectrum of
         experience  and  expertise  with  a  reputation  for  integrity.  This
         assessment will include an individual's  qualification as independent,
         as well as consideration  of diversity,  age, skills and experience in
         the context of the needs of the Board.

         Directors should advise the Chairman of the Board and the chair of the
         Human  Resources  Committee in advance of accepting an  invitation  to
         serve on another public company board.

         Exceptional  candidates  who do not meet all of these  criterions  may
         still be considered.

4.       NEW  DIRECTORS.  The  Human  Resources  Committee  has,  as one of its
         responsibilities,  the  recommendation  of director  candidates to the
         full Board.  Nominees for  directorship  will be selected by the Human
         Resources  Committee in accordance with the policies and principles in
         its  charter.   The  Human   Resources   Committee  will  maintain  an
         orientation program for new directors.


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5.       RETIREMENT.

         (a)      TERM  LIMITS.  The  Board  does not  favor  term  limits  for
                  directors,  but  believes  that it is  important  to  monitor
                  overall Board  performance.  Therefore,  the Human  Resources
                  Committee  shall review each  director's  continuation on the
                  Board every three  years.  This will allow each  director the
                  opportunity  to  conveniently  confirm  his or her  desire to
                  continue as a member of the Board.

         (b)      RETIREMENT  POLICY. No person shall be nominated by the Board
                  to serve as a director  after he or she has passed his or her
                  75th  birthday,  unless  the Human  Resources  Committee  has
                  voted,  on an annual basis,  to waive,  or continue to waive,
                  the mandatory retirement age of such person as a director.

         (c)      RESIGNATION     POLICY    -    NON-INDEPENDENT     DIRECTORS.
                  Non-independent  directors  shall  offer to  resign  from the
                  Board upon their  resignation,  removal or  retirement  as an
                  officer of the Company.

         (d)      DIRECTORS  CHANGING THEIR PRESENT JOB  RESPONSIBILITIES.  The
                  Board  expects  directors  to offer to resign  from the Board
                  upon a major  change in their  business  position  including,
                  without  limitation,  retirement  from the  position on which
                  their original  nomination was based. There should,  however,
                  be an opportunity  for the Board through the Human  Resources
                  Committee to review the  continued  appropriateness  of Board
                  membership  under the  circumstances.  It is not the sense of
                  the Board that in every  instance the directors who retire or
                  change  from the  position  they  held  when they came on the
                  Board should necessarily leave the Board.


II.      CONDUCT:

1.       DIRECTORS'  DUTIES.  The basic  responsibility  of the directors is to
         exercise  their  business  judgment  to act in  what  they  reasonably
         believe  to  be  in  the  best   interests  of  the  Company  and  its
         shareholders.  In discharging  that  obligation,  directors  should be
         entitled  to  rely  on the  honesty  and  integrity  of the  Company's
         officers, employees, outside advisors and independent auditors.

         Directors  are  expected  to attend  Board  meetings  and  meetings of
         committees on which they serve,  and to spend the time needed and meet
         as  frequently  as reasonable  necessary to properly  discharge  their
         responsibilities.  Directors are expected to review meeting  materials
         prior to Board and  committee  meetings  and,  when  possible,  should
         communicate in advance of meetings any questions or concerns that they
         wish to discuss so that  management  will be  prepared  to address the
         same.  Each  director's  attendance  at, and  preparation  for,  Board
         meetings  and  meetings of  committees  on which they serve,  shall be
         considered by the Human Resources Committee when recommending director
         nominees.


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2.       BOARD MEETINGS.

         (a)      SELECTION  OF  AGENDA  ITEMS  AND  EXECUTIVE  SESSIONS.   The
                  Chairman of the Board or the Chief  Executive  Officer or the
                  Lead Director should establish the agenda for Board meetings.
                  Each Board  member is free to suggest the  inclusion of items
                  on the  agenda.  Each  Board  member  is free to raise at any
                  Board  meeting  subjects  that are not on the agenda for that
                  meeting.  The Board will meet at least two (2) times per year
                  in  executive  session  without any members of the  Company's
                  management,  whether  or not  they  are  directors,  who  may
                  otherwise be present.  The Lead Director will be presiding at
                  all executive sessions.

         (b)      DISTRIBUTION  OF  MATERIALS.  The Company  shall  distribute,
                  sufficiently  in advance  of  meetings  to permit  meaningful
                  review, written materials,  which shall in all events include
                  recent financial information, for use at Board meetings.

         (c)      ATTENDANCE  OF   NON-DIRECTORS.   The  Board   believes  that
                  attendance  of key  executive  officers  augments the meeting
                  process.

         (d)      NUMBER OF  MEETINGS.  The Board  shall hold a minimum of five
                  (5) meetings per year.

3.       CONFLICTS OF INTEREST.  Directors shall avoid any action,  position or
         interest that conflicts with an interest of the Company,  or gives the
         appearance of a conflict.  The Company annually  solicits  information
         from directors in order to monitor potential conflicts of interest and
         directors are expected to be mindful of their fiduciary obligations to
         the Company.

4.       SHARE  OWNERSHIP BY DIRECTORS.  The Board  believes that the number of
         shares of the  Company's  stock  owned by each  director is a personal
         decision,  and encourages  stock ownership and the Board believes that
         each director should aim a value of stock ownership equal to three (3)
         times his base compensation (including Deferred Share Units).

5.       DIRECTOR  COMPENSATION.  The form and amount of director  compensation
         will be determined by the Human Resources Committee in accordance with
         the  policies  and  principles  set  forth in its  charter.  The Human
         Resources  Committee  will review  every three (3) years the  director
         compensation with the Company's  Vice-President of Human Resources and
         outside consultant.

6.       CONTINUING  DIRECTOR  EDUCATION.  The Human  Resources  Committee will
         maintain   orientation  programs  for  new  directors  and  continuing
         education programs for all directors.

7.       ASSESSING  BOARD  PERFORMANCE.   The  Board  will  conduct  an  annual
         self-evaluation  to  determine  whether  it  and  its  committees  are
         functioning  effectively.  The Human Resources  Committee will receive


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         comments from all directors as to the Board's  performance  and report
         annually to the Board with an assessment  of the Board's  performance,
         to be discussed  with the full Board  following the end of each fiscal
         year.

8.       ACCESS TO OFFICERS AND EMPLOYEES. Board members have complete and open
         access to the  Company's  Chief  Executive  Officer,  Chief  Financial
         Officer,  Legal Counsel [and Chief Compliance Officer].  Board members
         who  wish to  have  access  to  other  members  of  management  should
         coordinate such access through one of the foregoing.

9.       INTERACTION  WITH THIRD PARTIES.  The Board  believes that  management
         should  speak for the Company and that the  Chairman  should speak for
         the Board.

10.      BOARD  AUTHORITY.  The Board on behalf of each committee has the power
         to hire  independent  legal,  financial or other  advisors as they may
         deem  necessary,  without  consulting or obtaining the approval of any
         officer of the  Company in  advance.  Information  learned  during the
         course of  service  on the Board is to be held  confidential  and used
         solely in furtherance of the Company's business.

11.      CONFIDENTIALITY.  The Board believes  maintaining  confidentiality  of
         information and deliberations is an imperative.


III.     COMMITTEE ISSUES

1.       BOARD COMMITTEES. The Board will have at all times an Audit Committee,
         a Human Resources  Committee  which will also act as the  Compensation
         Committee.   Each  of  these   Committees   shall  consist  solely  of
         independent  directors.  Committee  members  will be  appointed by the
         Board  upon  recommendation  of the  Human  Resources  Committee  with
         consideration of the desires of individual directors.

         The Board may,  from time to time,  establish  or maintain  additional
         committees as necessary or appropriate.

2.       ROTATION OF COMMITTEE  ASSIGNMENTS AND CHAIRS.  Committee  assignments
         and the  designation  of  committee  chairs  should  be  based  on the
         director's knowledge, interests and areas of expertise. The Board does
         not favor mandatory  rotation of committee  assignments or chairs. The
         Board  believes  experience  and  continuity  are more  important than
         rotation.  Committee  members and chairs may be rotated in response to
         changes in  membership of the Board and in all cases should be rotated
         only if rotation is likely to increase committee performance.

3.       COMMITTEE  CHARTERS.  Each committee  shall have its own charter.  The
         charters will set forth the purposes,  goals and  responsibilities  of
         the  committees as well as  qualifications  for committee  membership,
         procedures for committee  member  appointment  and removal,  committee


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         structure and  operations  and committee  reporting to the Board.  The
         charters will also provide that each committee will annually  evaluate
         its own performance.

4.       FREQUENCY  AND  LENGTH  OF  COMMITTEE  MEETINGS.  The  chair  of  each
         committee,  in consultation with the committee members, will determine
         the frequency and length of the committee meetings consistent with any
         requirements set forth in the committee's charter.


IV.      CHIEF EXECUTIVE OFFICER EVALUATION AND MANAGEMENT SUCCESSION

The Human  Resources  Committee  will  conduct  an annual  review  and  approve
corporate  goals  and  objectives   relevant  to  Chief   Executive   Officer's
compensation and set the Chief Executive Officer's  compensation level based on
this evaluation.

The Human  Resources  Committee  will make  recommendations  to the Board  with
respect to potential successors to the Chief Executive Officer.





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