A list of the existing TSX corporate governance guidelines is set out below. Talisman complies with each guideline.

TSX Corporate Governance Guidelines
Talisman's Compliance
	1	The Board should assume responsibility for the stewardship of the Company, explicitly for:
		(a) adoption of a strategic planning process;
		(b) identification of the principal risks of the Company’s business and ensuring implementation of appropriate systems to manage these risks;
		(c) succession planning, including appointing, training and monitoring senior management;
		(d) a communications policy, and
		(e) the integrity of the Company’s internal controls and management information systems.
	2	A majority of the Company’s Directors should be unrelated.
	3	The Board has responsibility for applying to each individual Director, the definition of “unrelated Director” and disclosing on an annual basis the analysis of the application of the principles supporting this conclusion
	4	The Board of every Company should appoint a committee of Directors composed exclusively of outside, i.e., non-management Directors, a majority of whom are unrelated Directors, with the responsibility for proposing to the Board new nominees to the Board and for assessing Directors on an ongoing basis.
	5	Every Board of Directors should implement a process to be carried out by the nominating committee or other appropriate committee, for assessing the effectiveness of the Board as a whole, its committees and the contribution of individual Directors.
	6	The Company should provide an orientation and education program for new Board members.
	7	The Board should examine its size and undertake where appropriate, a program to reduce the number of Directors to a number which facilitates more effective decision-making.
	8	The Board should review the adequacy and form of the compensation of Directors and ensure the compensation realistically reflects the responsibilities and risk involved in being an effective Director.
	9	Committees of the Board of Directors should generally be composed of outside Directors, a majority of whom are unrelated Directors, although some Board committees may include one or more inside Directors.
	10	The Board should assume responsibility for, or assign to a Committee of Directors, the general responsibility for developing the Company ’s approach to governance issues. This committee would, amongst other things, be responsible for the Company’s response to these governance guidelines.
	11	The Board, together with the CEO, should develop position descriptions for the Board and for the CEO, involving the definition of the limits to management’s responsibilities. In addition, the Board should approve or develop the corporate objectives that the CEO is responsible for meeting.
	12	The Board of Directors should have in place appropriate structures and procedures to ensure that it can function independently of management. An appropriate structure would be to (i) appoint a chair of the Board who is not a member of management with responsibility to ensure the Board discharges its responsibilities or (ii) adopt alternate means such as assigning this responsibility to a committee of the Board or to a Director, sometimes referred to as the “lead Director”. Appropriate procedures may involve the Board meeting on a regular basis without management present or may involve expressly assigning the responsibility for administering the Board’s relationship to management to a committee of the Board.
	13	The Audit Committee should be composed only of outside Directors. The roles and responsibilities of the Audit Committee should be specifically defined so as to provide appropriate guidance to Audit Committee members as to their duties. The Audit Committee should have a direct communication channel with the internal and external auditors to discuss and review specific issues as appropriate. The Audit Committee duties should include oversight responsibility for management reporting on internal controls. Although it is management’s responsibility to design and implement an effective system of internal controls, it is the responsibility of the Audit Committee to ensure that management has done so.
	14	The Board should implement a system that enables an individual Director to engage an outside adviser at the Company’s expense in appropriate circumstances. The engagement of the outside advisor should be subject to the approval of an appropriate committee of the Board.