The Board of Directors has established six committees: the Audit Committee, the Executive Committee, the Governance and Nominating Committee, the Management Succession and Compensation Committee, the Pension Funds Committee and the Reserves Committee.

All committees are comprised of a majority of unrelated, independent directors. The President and Chief Executive Officer is the only related director on the Board and is a member of the Executive Committee. All other committees are composed exclusively of unrelated, independent directors.

With the exception of the Executive Committee, for which there are no regularly scheduled meetings, the committees of the Board convene in accordance with an annually developed schedule.

Independence of the Board and Board Committees
All of Talisman’s directors, except for the President and Chief Executive Officer, are independent. Talisman’s Board has appropriate structures in place to ensure that the Board can function independently of management.

The roles of the Chairman of the Board and the Chief Executive Officer have been split since 1993 and the Chairman of the Board is an independent director. The terms of reference for the Board, each Board Committee, the Chief Executive Officer and the Chairman of the Board have been in place since 1995 and are regularly reviewed and updated to reflect new legislation, refinements in roles and responsibilities and best practices.

Board and Director Effectiveness
The ability of any board of directors to carry out its mandate and statutory obligations is contingent on maintaining an effective board and on recruiting and retaining effective directors. To ensure continuing effectiveness, assessments of the Board, its Committees and individual directors (including special assessments of the Chairman of the Board and Committee Chairs) are conducted on an annual basis.

The Board’s ongoing succession and recruitment processes are also designed to ensure the continuing effectiveness of the Board and its Committees. To assist in the director selection process, the Governance and Nominating Committee has created a profile of ideal characteristics and qualifications of new nominees, which takes into account the Company’s governance framework and current Board composition.

The Company maintains an evergreen list of potential Board members. In 2007, the Governance and Nominating Committee updated its profile of all current directors' experience and qualifications, and, using these profiles and the evergreeen list, identified and considered various candidates. Also in 2007, the Governance and Nominating Committee reviewed the Board Succession Policy in detail.