Corporate Governance

National Instrument 58-201 establishes recommended corporate governance guidelines for all public companies. The following discloses Bankers’ corporate governance practices relative to the recommendations.

Independence of Members of Board
The Board of Directors currently consists of four (4) directors, three (3) of whom are independent based upon the tests for independence set forth in Multilateral Instrument 52-110. Robert Cross, Vic Redekop and Eric Brown are independent. Ford Nicholson is not independent by virtue of having served as an officer of Bankers’ subsidiaries until August, 2006.

Management Supervision by Board
The CEO and CFO report upon the operations of Bankers, on a quarterly basis directly to the directors of the Board of Directors and on matters that affect the non-independent directors, without the presence of such non-independent directors. The independent directors hold meetings without the presence of non-independent directors when matters arise that require their independent approval. While management who are not directors attend board meetings to report to the board and participate in discussions, they are not eligible to vote on matters requiring board approval. The directors meet at any time they consider necessary without any members of management, including the non-independent directors, being present. Bankers’ auditors, legal counsel and employees may be invited to attend. The audit committee is composed entirely of independent directors who meet with Bankers’ auditors without management in attendance. The independent directors exercise their responsibilities for independent oversight of management through the fully independent corporate governance committee and the appointment of an independent Chair of the Board of Directors. The independent directors also have regular and full access to management.