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- 112 -  Envoy Communications Group Inc.
CORPORATE GOVERNANCE GUIDELINES
 
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- 113 -  B.
    
    Board Organization and Membership1.
    
    Chair of the BoardThe board has currently determined not to separate the positions of chairman of the board
(chair) and president and chief executive officer.2.
    
    Lead Director ConceptThe board has adopted a policy that it have an independent director (Lead Director) with
responsibility to ensure that the board discharges its responsibilities effectively and
independently of management. The Lead Director will chair scheduled meetings of outside
directors without management present. The board has determined that the Lead Director shall
be appointed by the board based on the recommendations of the Nominating and Corporate
Governance Committee (Governance Committee).3.
    
    Board SizeAlthough the maximum number of directors permitted by the Companys Articles is 10, the
board has determined that it is in the best interests of the Company to maintain a smaller
board, in the range of 5 to 7. It is the boards belief that this range is currently
sufficient to provide a diversity of expertise and opinions and allow effective committee
organization, given the relative size of the Company.The Governance Committee is mandated to review the size of the board from time to time and
recommend changes in size to the board when appropriate. The board has the ability to
increase or decrease its size within limits defined by the Articles of the Company.4.
    
    Independent and Non-Independent DirectorsThe board believes that, as a matter of policy, there should be a majority of independent
directors on the Companys board. To this end, the board has determined the number of
officers or senior managers of the Company or




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- 114 -  its subsidiaries who may serve as directors at any one time shall be limited to a maximum of
two.
 On matters of corporate governance, decisions will be made by the independent directors.5.
    
    Independence of Outside DirectorsThe Governance Committee undertakes an annual review to determine the existence of any
relationships with the Company and to ensure that the majority of directors are independent
of the Company, all Committee members are independent and, where any relationships exist,
the director is acting appropriately. The board annually determines the independent status
of each director, based on applicable laws and the Governance Committees recommendations.6.
    
    Primary Employment Status ChangeThe board has adopted a policy that requires any director whose primary employment status
changes to notify the chair of the Governance Committee. The Governance Committee shall in
turn advise the board and provide recommendations on the members continued service to the
Company as a director. It is not intended that directors who retire or whose professional
positions change should necessarily leave the board. The Governance Committee has the
responsibility to assess the continued appropriateness of board membership under such
circumstances.7.
    
    Officers Board MembershipThe board has determined that management members of the board shall not automatically stand
for re-election after retirement or resignation from the Company. Any former officer of the
Company serving on the board will be considered to be a non-independent director for
purposes of corporate governance until such time as the applicable regulatory cooling off
periods have been met and the independent directors determine that sufficient distance has
been established from the officers former executive duties to make the person independent.




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- 115 -  8.
    
    Criteria for Board Membership
 The Governance Committee reviews each year the general and specific criteria applicable to
candidates to be considered for nomination to the board. The objective of this review is to
maintain the composition of the board in a way that provides the best mix of skills and
experience to guide the long-term strategy and ongoing business operations of the Company.
This review takes into account the desirability of maintaining a reasonable diversity of
backgrounds, skills and experience and personal characteristics such as age, gender,
geographic residence, etc. among the directors along with the key common qualities required
for effective board participation.9.
    
    Selection of New Director CandidatesThe board is responsible for identifying suitable candidates to be recommended for election
to the board by the shareholders. The Governance Committee has the responsibility for
assessing potential nominees, screening their qualifications against the current skill and
experience requirements of the board and making recommendations in this regard to the board.
Directors are encouraged to identify potential candidates. The president and chief executive
officer is consulted and has input into the process. An invitation to stand as a nominee for
election to the board will normally be made to a candidate by the board through the chair or
the chairs delegate.10.
    
    New Director OrientationNew directors are provided with an orientation and education program that includes written
information about the duties and obligations of directors, the business and operations of
the Company, documents from recent board meetings, and opportunities for meetings and
discussion with senior management and other directors. The details of the orientation of
each new director are tailored to that directors individual needs and areas of interest.11.
    
    Fixed Terms for Membership on the BoardThe board does not believe it should establish a fixed term for membership on the board.
While fixed terms could help ensure that there are fresh ideas and views available to the
board, they have the disadvantage of losing the contribution of directors who have
developed, over a period of time, increased insight into the Company and its
operations and who, therefore, can be expected to provide an increasing contribution to the
board as a whole.




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- 116 -  12.
    
    Retirement AgeThe board reviews the mandatory retirement age for directors from time to time. The board
has currently determined that no person shall stand for election or re-election to the board
if he or she attains the age of 70 years on or before the date of the annual meeting called
in relation to the election of directors.13.
    
    Board CompensationThe Governance Committee reviews the compensation of directors on an annual basis, taking
into account such matters as time commitment, responsibility and compensation provided by
comparative companies. The Committee makes recommendations to the board for consideration
when it believes changes in compensation are warranted.14.
    
    Share Ownership by DirectorsThe board has determined that ownership of the Companys shares by directors is a positive
step in helping directors align their interests with those of the shareholders. The board
has adopted a policy guideline requiring directors to hold common shares of the Company.C.
    
    Board Meetings and Materials1.
    
    Board Meeting AgendasThe chair establishes the agenda for each board meeting.Any board member may suggest the inclusion of items on the agenda in advance of the meeting.2.
    
    Meeting Materials Distributed in AdvanceThe board has determined that information and data that are important to the boards
understanding of business issues be distributed to the board before each board meeting in
sufficient time to ensure adequate opportunity exists for members review. Management makes
every attempt to make this material as concise as possible while
still providing the desired information and focusing attention on critical issues to be considered by the board.




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- 117 -  3.
    
    PresentationsAs a general rule and when appropriate, presentation materials are sent to the board members
in advance. Time is allocated at all board meetings to ensure that members questions about
the material can be answered.The board appreciates the value of the regular attendance at each board meeting of non-board
members who are members of the Companys senior management. Attendance by senior management
is determined by the president and chief executive officer with the concurrence of the board
members. Management attendees are excused for any agenda items that are reserved for
discussion among directors only.4.
    
    Non-Management DirectorsWhere appropriate, the directors meet without the non-independent directors following board
meetings and at meetings of independent directors.D.
    
    Committee Organization and Meetings1.
    
    Board CommitteesEach committee operates according to board-approved terms of reference. The committees are:
(1) the Audit Committee; (2) the Nominating and Corporate Governance Committee; and (3) the
Compensation Committee.2.
    
    Independent DirectorsThe board believes that, as a matter of policy, each of the Committees should be composed
entirely of independent directors.3.
    
    Assignment of Committee MembersThe Governance Committee is responsible for recommending to the board the assignment of
board members to various committees, in consultation with the chair, and taking into account
the wishes of individual board members.




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- 118 -  4.
    
    Committee Meetings
 Committee chairs, in consultation with committee members, determine the frequency
(consistent with the committees terms of reference) and length of the meetings of the
committees. Each committee reports to the board on the results of each meeting.5.
    
    Committee AgendasThe chair of each committee, in consultation with the appropriate members of management,
develops the committees agendas. The chair of each committee ensures that the committee
meets sufficiently often to discharge its delegated responsibilities.E.
    
    Board and Management Responsibilities1.
    
    Board Relationship with ManagementThe board supports and encourages the members of the Companys management in the performance
of their duties and individual outside directors are encouraged to provide their counsel as
needed. Management makes appropriate use of the boards skills before decisions are brought
forward on key issues.Board members have complete access to management for relevant information. It is understood
that board members will be prudent and be sure that this contact is not distracting to the
business operation of the Company and that such contact, if in writing, be copied to the
president and chief executive officer.The board encourages senior management to bring managers into board meetings from time to
time to provide additional insight into the items being discussed. Such managers are
expected to be those with growth potential who would benefit from their exposure to the
board.2.
    
    Corporate StrategyThe board believes that management is responsible for development of corporate strategy. It
is the role of the board to review, question, validate and approve material changes in the
strategies of the Company.




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- 119 -  3.
    
    Limits to Management Authority
 The board establishes general authority guidelines that places limits on managements
approval authority depending on the nature and size of the proposed transaction. These
limits anticipate that some flexibility exists within approved budgets, but otherwise must
not be exceeded without prior board or appropriate committee approval.4.
    
    Formal Evaluation of the President and Chief Executive OfficerThe Compensation Committee conducts an annual review of the performance of the president and
chief executive officer as measured against objectives established mutually in the prior
year by the Compensation Committee and the president and chief executive officer. The
results of this annual review is communicated to the boards independent directors who then
make an evaluation of the overall performance of the president and chief executive officer.
This performance evaluation is communicated to the president and chief executive officer by
the chair of the Compensation Committee. The evaluation is used by the Compensation
Committee in its deliberations concerning the president and chief executive officers annual
compensation.5.
    
    Succession Planning and Management DevelopmentThe board believes that succession planning and management development are key to the
ongoing process that contributes substantially to the success of the Company. The president
and chief executive officer provides a detailed annual report to the Compensation Committee
and a summary presentation to the board. The president and chief executive officer makes
available to the Compensation Committee his recommendation as to a successor in the event of
the unexpected incapacity of the president and chief executive officer.6.
    
    Principal RisksThe board is responsible for understanding the principal risks associated with the Companys
business on an ongoing basis and it is the responsibility of management to assure that the
board and its committees are kept well informed of these changing risks on a timely basis.
It is important that the board understand and support the key risk




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- 120 -  decisions of management, which includes comprehending the appropriate balance between risks
and rewards.
 7.
    
    Internal Controls and Management Information SystemsFundamental to the discharge of the boards overall responsibilities is the existence of
control systems that can in part ensure the effective discharge of these responsibilities. A
balance has to be achieved between controls related to financial or other matters that give
the board reasonable assurances that its responsibilities are discharged and, at the same
time, avoiding the creation of an unnecessarily bureaucratic and costly system of control
mechanisms. The confidence of the board in the ability and integrity of management is the
paramount control mechanism.The board has delegated to the Audit Committee the responsibility to monitor the Companys
financial reporting process and internal control system in light of applicable legal and
regulatory requirements, to review and appraise the audit efforts of the Companys
independent auditor and to provide an open avenue of communication among the independent
auditor, financial and senior management and the board.The Audit Committee requires management to implement and maintain appropriate systems of
internal controls and meets with the Companys external auditors and with management, on at
least a quarterly basis, to oversee the effectiveness of these systems.8.
    
    Board Communications PolicyThe board, or the appropriate committee thereof, reviews the content of the Companys major
communications to shareholders and the investing public, including the quarterly and annual
reports, and approves the proxy circular, the annual information form and any prospectuses
that may be issued. The board believes that it is the function of management to speak for
the Company in its communications with the investment community, the media, customers,
suppliers, employees, governments and the general public. It is understood that individual
directors may from time to time be requested by management to assist with such
communications. If communications from stakeholders are made to individual directors,
management is informed and consulted to determine any appropriate response.




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- 121 -  9.
    
    Outside Advisors for Individual DirectorsOccasionally individual directors may need the services of an advisor or expert to assist on
matters involving their responsibilities as board members. The board has determined that any
director who wishes to engage an outside advisor at the expense of the Company may do so.10.
    
    Assessing the Performance of the Board, Committees and Individual DirectorsThe Governance Committee reports to the board annually on the evaluation of the performance
of the board, each of its committees and that of individual directors, based on the results
of the directors annual self-assessment questionnaire. The performance of the Lead Director
is annually evaluated against his terms of reference by the chair of the Governance
Committee by means of formal interviews with each of the directors.