3 6 | T M X G R O U P S U S TA I N A B I L I T Y R E P O R T 2 0 2 4 REPORT CONTENTS ABOUT THIS REPORT SUSTAINABILITY STRATEGY SUSTAINABILITY GOVERNANCE PROSPERITY PLANET PEOPLE APPENDICES We believe that adopting and maintaining strong governance practices is fundamental to a well-run company, to the execution of our chosen strategies and our successful business and financial performance. The table below summarizes certain information about our Board’s governance practices in 2024. For additional information on our Board governance practices, please refer to our Board of Directors page on our Investor Relations website and our 2025 Management Information Circular. BOARD GOVERNANCE PRACTICES 2024 Meeting Attendance There were 27 Board and committee meetings in 2024. Directors attended 99% of all meetings, in aggregate. A director whose attendance falls below 75% must submit his or her resignation to the Board. The governance and regulatory oversight committee will consider the resignation, and make a recommendation to the Board about whether it would be in the best interests of TMX to have the director remain on the Board. Board Performance Evaluation The Board has an annual process for evaluating its effectiveness and the effectiveness of the chair of the Board, the Board’s committees and individual directors. The governance and regulatory oversight committee leads the annual assessment process, with input from all directors, using performance criteria the committee establishes together with the chair of the Board. In September 2024, the governance and regulatory oversight committee retained an independent third party expert to conduct the annual process for evaluating the board’s effectiveness. The third party interviewed each director and reported the results to the governance and regulatory oversight committee. The committee determines if any recommended changes are required to improve the performance and effectiveness of the Board. Please refer to page 38 in our 2025 Management Information Circular for additional information on the Board’s 2024 evaluation process. Board Election Process Directors are elected individually to serve on our Board until the next annual meeting of shareholders or until they resign from the Board. Please refer to page 9 of our 2025 Management Information Circular for additional information on our director election process.
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