Board of Directors

Michael (Mickey) MacDonald* Micco Developments Mickey MacDonald is a well known entrepreneur whose business interests include Micco Developments, a residential land development company and Micco Leasing an automotive leasing firm. Mr. MacDonald has won numerous business and personal awards including 2005 Nova Scotia Philanthropist of the Year, Halifax Chamber of Commerce Business Person of the Year and was among the Top 50 CEO's in Atlantic Canada for four years in a row.

David I. Matheson, Q.C.* Counsel McMillan Binch Mendelsohn LLP David I. Matheson, Q.C. During 2008, Mr. Matheson was counsel to the law firm of McMillan LLP of Toronto. He has retired from McMillan LLP and continues his own corporate practice in Toronto. He has a Bachelor of Commerce degree, with a major in accounting, and a Law degree. He specialized as a tax lawyer and worked extensively with the accounting profession in tax reform and on financial reporting issues for tax purposes. He has an extensive corporate and corporate governance practice, nationally and internationally. He has served as a chair and a member of public company audit committees for a number of years. In addition to his current role as the Company’s chairman of the Audit and Governance Committee, Mr. Matheson is also a director and chairman of the Audit Committee of Clarke Inc., and a director and chairman of the Audit and Governance Committee of Tonbridge Power Inc. He has written and spoken extensively, nationally and internationally, on tax-related financial reporting, corporate governance and securities law compliance. His knowledge of the Company’s financial affairs and internal control and systems is extensive. He was elected as a director in May 2004, but also served as a director of the Company from 1986 to 1998.

Harry R. Steele, O.C. Chairman Newfoundland Capital Corporation Harry Steele was President of Newfoundland Capital Corporation Limited from its inception in 1972 to May 1993 when he became Chairman and Chief Executive Officer. On May 1, 2002, Mr. Steele stepped down as CEO and continues in his role as Chairman of the Board. Mr. Steele was appointed an Officer of the Order of Canada in 1992.

Robert G. Steele President and Chief Executive Officer Newfoundland Capital Corporation Robert Steele was appointed President and Chief Executive Officer of Newfoundland Capital Corporation Limited on May 1, 2002 after having served as President and Chief Operating Officer from March 1, 2001, and a member of the Board of Directors from 1997. Prior to joining NCC, Mr. Steele built one of the most diversified auto groups in Atlantic Canada currently consisting of fourteen dealerships. He is a member of the Young Presidents Organization and is actively involved in several local charitable groups.

Donald J. Warr, F.C.A.* Partner Blackwood & Warr Don Warr is partner in a Newfoundland accounting firm, Blackwood & Warr, Chartered Accountants. He is a graduate of Memorial University of Newfoundland and Labrador where he obtained a Bachelor of Commerce Degree in 1967 before obtaining his designation as a Chartered Accountant in 1970. Prior to starting his own practice in 1992, Mr. Warr was a tax partner with a large national accounting firm. Mr. Warr is past president of the Newfoundland Institute of Chartered Accountants and was awarded the designation of F.C.A. in 1983 for outstanding service to the profession and the community.

*Member of the Audit and Governance Committee

Mandate of the Board of Directors

"The mandate of the board of directors ("Board") of Newfoundland Capital Corporation Limited ("Company") is to oversee, monitor and evaluate the management of the business and affairs of the Company. The Board shall review, discuss and approve various matters related to the strategic direction, business, operations and organizational structure of the Company with a view to the best interests of the Company and shareholders."

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