The Corporation, a wholly-owned subsidiary of the Fund, is responsible for the overall governance and management of the business and affairs of the Fund and will also be the general partner of Canexus LP.

The Corporation will initially have ten directors. Two of the directors will be appointed by Nexen pursuant to the Governance Agreement, five of the directors will be ''independent'' within the meaning of Canadian securities laws and policies, and the remaining three directors will consist of the President and Chief Executive Officer of the Corporation, the former President of Nexen Chemicals and an individual who is also an independent director of Nexen.

Pursuant to the Governance Agreement, Nexen will have the right to appoint certain directors of the Corporation and Unit holders will be entitled to cause the election of the remaining directors at subsequent annual meetings of Unit holders. The number of directors that Nexen is entitled to appoint is dependent upon the level of Nexen's retained interest in Canexus LP. Although Nexen will initially only appoint two directors of the Corporation, for so long as Nexen holds, directly or indirectly, Exchangeable LP Units and Trust Units representing not less than 50% of the aggregate outstanding Trust Units and Exchangeable LP Units, Nexen will be entitled to appoint nine directors of the Corporation (out of a total of 17 directors); for so long as Nexen holds, directly or indirectly, Exchangeable LP Units and Trust Units representing less than 50% but not less than 20% of the aggregate outstanding Trust Units and Exchangeable LP Units, Nexen will be entitled to appoint five directors of the Corporation (out of a total of 13 directors); and for so long as Nexen holds, directly or indirectly, Exchangeable LP Units or Trust Units representing less than 20% but not less than 10% of the outstanding Trust Units and Exchangeable LP Units, Nexen will be entitled to appoint two directors of the Corporation (out of a total of 10 directors).

• Learn more about our board members
• Board Mandate
• Board Chair Mandate
• Director Mandate
• View Canexus Ethics Policy
• View Canexus Communications Policy
• View Canexus Governance Policy

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The Board will have the following standing committees:

• Audit Committee
• Corporate Governance & Compensation Committee
• Responsible Care and Public Policy Committee

The directors of the Corporation may from time to time establish additional committees or modify the mandates of the initial committees. A summary of the mandates of each of the committees is set forth below (see Director list for committee membership):

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The primary purpose of the Audit Committee will be to assist the directors in fulfilling their responsibilities of oversight and supervision of, among other things:

• the integrity of annual and quarterly financial statements and management's discussion and analysis of the Fund to be provided to Unitholders and regulatory bodies;
• compliance with accounting and finance-based legal and regulatory requirements;
• the audit of the consolidated financial statements of the Fund, the recommendation and performance of the Fund's independent auditors and meeting with the auditors as required in connection with the audit services provided by the Fund's independent auditors;
• the accounting and financial reporting practices and procedures of the Fund and its subsidiaries;
• the system of internal controls and accounting procedures of the Fund and its subsidiaries;
• implementation and effectiveness of the Fund's ethics policy and compliance programs under the ethics policy;
• financial policies and strategies, including capital structure, and financial risk management practices;
• transactions or circumstances that could materially affect the financial profile of the Fund.

• Audit Committee Mandate
• Chair Position Description

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The primary purpose of the Corporate Governance and Compensation Committee will be to assist the directors in fulfilling their responsibilities in relation to, among other things:

• the development and implementation of principles and systems for the management of corporate governance;
• identifying qualified candidates and recommending nominees for director and board committee appointments;
• evaluations of the Corporation's board of directors, its committees, the individual directors and board and committee chairs;
• key compensation and human resources policies, including making recommendations to the board of directors for consideration;
• the compensation of the Chief Executive Officer and other executive officers and management, as well as director compensation, and in the committee's discretion, making recommendations to the board of directors for consideration; and
• management succession planning.

• Corporate Governance and Compensation Committee Mandate
• Chair Position Description

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The primary purpose of the Responsible Care and Public Policy Committee will be to assist the directors in fulfilling their responsibilities with respect to, among other things:

• the development, monitoring and effective implementation of systems, programs and initiatives for the management of health, safety, security, environment and public policy issues;
• monitor compliance with applicable law related to safety, environment, health, security and matters pertaining to public policy; and,
• encourage, assist and counsel Management in maintaining and improving and dealing with current and emerging issues in health, safety, security, environment and public policy.

• Responsible Care and Public Policy Committee Mandate
• Chair Position Description

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