Talisman’s corporate governance practices satisfy all the existing guidelines for effective corporate governance established by National Instrument 58-101 and National Policy 58-201 (collectively, CSA Rules), all of the NYSE corporate governance listing standards applicable to non-US companies and substantially all of the New York Stock Exchange (“NYSE”)  corporate governance listing standards applicable to US companies.

With respect to the NYSE corporate governance listing standards, Talisman’s corporate governance practices differ in only three significant aspects from those applicable to US companies.

1. The NYSE listing standards require shareholder approval of all equity compensation plans and any material revisions to such plans, regardless of whether the securities to be delivered under such plans are newly issued or purchased on the open market, subject to a few limited exceptions. In contrast, the Toronto Stock Exchange ("TSX") rules require shareholder approval of equity compensation plans only when such plans involve newly issued securities. Equity compensation plans that do not provide for a fixed maximum number of securities to be issued must have a rolling maximum number of securities to be issued, based on a fixed percentage of the issuer’s outstanding securities, and must also be approved by shareholders every three years. If the plan provides a procedure for its amendment, the TSX rules require shareholder approval of amendments only where the amendment involves a reduction in the exercise price or an extension of the term of options held by insiders.
   
   
2. The NYSE listing standards require that any waivers of a company’s code of business conduct and ethics for directors or executive officers be  disclosed within four business days. Talisman complies with the requirements of the CSA Rules, which specify that material departures from the Company’s Policy on Business Conduct and Ethics (PBCE) by a director or executive officer that constitute a material change to Talisman will be promptly disclosed to shareholders.
   
   
3. The NYSE listing standards require that the Audit Committee charter specify that the Audit Committee assist the Board of Directors in its oversight of Talisman’s compliance with legal and regulatory requirements. Talisman’s Board oversees Talisman’s compliance with legal and regulatory requirements and this responsibility specifically forms part of the Board’s Terms of Reference. Each of the Board committees assists the Board in its oversight of Talisman’s compliance with legal and regulatory requirements in each of their areas of responsibility.