Corporate Governance

The Board of Directors is responsible for the overall stewardship of NOVA Chemicals, including overseeing the development of both our strategic direction and policy framework. The Board is also responsible for the corporate governance of NOVA Chemicals and primarily discharges its responsibilities through its four committees. In 2007, NOVA Chemicals’ Board of Directors held eleven meetings. NOVA Chemicals’ Executive Leadership Team works under the supervision of the Board to ensure corporate governance issues are appropriately addressed.

All directors, officers and employees of NOVA Chemicals must act in accordance with NOVA Chemicals’ Business Conduct Policy, which can be accessed on NOVA Chemicals’ website at www.novachemicals.com.

The four committees of the Board have been delegated responsibility for select NOVA Chemicals’ corporate governance responsibilities. These committees are the Audit, Finance and Risk Committee, the Corporate Governance Committee, the Human Resources Committee and the Public Policy and Responsible Care Committee.

Audit, Finance and Risk Committee: Members of the committee, all of whom are independent for purposes of applicable corporate governance rules, are: Messrs. Hawkins (Chairman), Bougie, Dineen, and Ludwick. In 2007, the Audit, Finance and Risk Committee held eight meetings.

Corporate Governance Committee: Members of the committee are: Messrs. Stanford (Chairman), Blumberg, Dineen and Fortier. In 2007, the Corporate Governance Committee held three meetings.

Human Resources Committee: Members of the committee are: Mr. Blumberg (Chairman), Drs. Boer and Creighton and Mr. Hawkins. In 2007, the Human Resources Committee held four meetings.

Public Policy and Responsible Care Committee: Members of the committee are: Dr. Boer (Chairman) and Messrs. Bougie, Fortier and Ludwick and Dr. Creighton. In 2007, the Public Policy and Responsible Care Committee held three meetings.

The mandate for each committee is available on NOVA Chemicals’ website at www.novachemicals.com/governance.