Table of Contents:
CORPORATE GOVERNANCE POLICY
CORPORATE DISCLOSURE POLICY (APPENDIX A)
SECURITIES TRADING POLICY (APPENDIX B)
CODE OF CONDUCT
CHARTERS OF BOARD COMMITTEES:
   · AUDIT
   · GOVERNANCE & NOMINATING
   · SAFETY & ENVIRONMENT
POSITION DESCRIPTIONS:
   · BOARD CHAIR
   · LEAD DIRECTOR
   · CHIEF EXECUTIVE OFFICER

If, and as long as, the Board Chair of West Fraser is a member of management, the Board will appoint, from among its non-management directors and on recommendation by those directors, a Lead Director.

The Lead Director must, at all times, be independent of management of the Company. Independent of management means that the Lead Director is not a member of management and does not have a business or other relationship that could, or could reasonably be perceived to, materially interfere with the Lead Director's ability to discharge the duties set out herein.

The Lead Director is responsible for:

1. Chairing and, in consultation with the Board Chair, prepare agendas for, regular meetings of non-management members of the Board;
   
2. providing comments to the Board Chair with respect to proposed agendas for Board meetings;
   
3. identifying and addressing any impediments to the Board functioning independently from management of the Company;
   
4. identifying and addressing any activities that reflect a failure on the part of members of management to understand the independent role of the Board or the boundaries between the responsibilities of the Board and those of management;
   
5. to the extent not dealt with by the Governance & Nominating Committee, ensuring that there is a regular assessment of the effectiveness of the Board, and its individual members and committees, as well as the performance of the Chief Executive Officer of the Company and that succession planning for the Board and management is in place and is carried out;
   
6. acting as liaison between members of the Board or management when necessary or appropriate;
   
7. ensuring that the Board has resources necessary to effectively carry out its functions; and
   
8. resolving any conflicts with the Chief Executive Officer, or other directors, and co-ordinating feedback to the Chief Executive Officer on behalf of non-management directors regarding business issues and Board management.