Governance Guidelines

TIM HORTONS INC. Board of Directors Governance Guidelines

Adopted September 28, 2009
(Most Recently Revised: February 23, 2011)

The Board of Directors (the “Board”), as elected by the shareholders and, except for matters reserved to the shareholders by law or by the Corporation’s organizational documents, including the certificate of incorporation and by-laws, as the ultimate decision-making body of the Corporation, has adopted unanimously its Principles of Governance – Philosophy, Role and Mission (“Principles”). In order to give effect to those Principles, the Board also has adopted unanimously these Governance Guidelines (“Guidelines”) concerning its structure, membership, performance, operations, and management oversight. These Guidelines are general expressions of intent rather than a code of regulations; they are intended to be flexible and enabling rather than rigid and limiting. Although the Corporation is incorporated under and governed by the Canada Business Corporations Act, these Guidelines have also been prepared with consideration and effect given to the Sarbanes-Oxley Act of 2002, the Securities and Exchange Commission’s (“SEC”) regulations promulgated thereunder, the listing standards of the New York Stock Exchange and the Toronto Stock Exchange, and the rules and regulations of the Canadian securities regulatory authorities. Additionally, these Guidelines include certain other "best practice” provisions that reflect the dynamic and evolving process related to corporate governance matters.

Governance Guidelines