As a Canadian reporting issuer with securities listed on the Toronto Stock Exchange ("TSX") and the New York Stock Exchange ("NYSE"), NOVA Chemicals is subject to a variety of corporate governance guidelines and requirements mandated by the securities administrators in Canada and the United States and the NYSE. NOVA Chemicals complies with all material corporate governance disclosure rules and guidelines of the Canadian securities administrators. The company also complies with the NYSE rules applicable to it as a foreign private issuer, as well as with applicable corporate governance rules of the U.S. Securities and Exchange Commission.

NOVA Chemicals' Board of Directors has formally adopted corporate governance guidelines that affirm NOVA Chemicals' commitment to maintaining a high standard of corporate governance. These guidelines are encompassed in the Board of Directors' Mandate and the Corporate Governance Committee's Mandate, both of which are published on this website under the heading "Board and Committee Mandates". As well, NOVA Chemicals' corporate governance practices are discussed in its Annual Report to Shareholders and its Management Proxy Circular under the heading "Corporate Governance".

In the context of its listing on the NYSE, NOVA Chemicals is classified as a foreign private issuer and therefore only certain of the NYSE Corporate Governance Standards (the "NYSE Rules") are applicable to NOVA Chemicals. However, NOVA Chemicals benchmarks its policies and procedures against major North American companies, with a view to adopting best practices when appropriate to its circumstances.

Although NOVA Chemicals is not required to comply with most of the NYSE Rules, there is only one significant way in which its corporate governance practices differ from those required to be followed by U.S. domestic companies under the NYSE Rules.

Section 303A.08 of the NYSE Rules requires shareholder approval of all equity compensation plans and material revisions to such plans. The definition of "equity compensation plans" covers plans that provide for the delivery of newly issued securities, and also plans that rely on securities acquired in the market by the issuing company for the purpose of redistribution to employees and directors. NOVA Chemicals, however, complies with the rules of the TSX in this regard, which provide that equity compensation plans and material amendments thereto require shareholder approval only where they involve newly issued securities and the amendments are of a nature in respect of which shareholder approval is required pursuant to the plan's amendment procedures.