Governance

We recognize the importance of sound governance and firmly believe it is the foundation for strong corporate performance.

To ensure board independence, Cameco maintains separate chair and CEO positions, so that our board can be more effective in overseeing our affairs and holding management accountable for the company's activities. The board appoints both the chair and the CEO.

We are committed to open, timely, balanced and accurate communication, as committed in our disclosure policy and reinforced by our disclosure committee. In 2010, we adopted a shareholder engagement statement that gives shareholders, employees and others the right to contact the chair of our board, the chairs of its independent committees or the directors as a group directly.

Cameco's code of conduct and ethics governs employee, executive and director behaviour throughout the company.

Measuring our performance

We measure our governance practices and performance using two third party rankings:

The Globe and Mail's Board games – An annual assessment of corporate governance at more than 200 companies in the S&P/TSX index, designed to identify practices that go beyond mandatory requirements in the areas of:

• board composition
• shareholding and compensation
• shareholder rights
• disclosure.

Cameco ranked 12^th out of 253 companies in 2011.

Institutional Shareholder Services (ISS) Governance risk indicators – ISS is an external organization that measures governance risk in four areas:

• audit practices
• board structure
• shareholder rights
• compensation.

Although the criteria used varies from year to year, our levels of board risk continue to score well, with our board structure score improving in 2011 over the previous year.

GRI Indicators