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Corporate Governance


Management


Steven Bromley Steven R. Bromley
Chief Executive Officer
SunOpta Inc.
Steven Bromley Steven R. Bromley
Chief Executive Officer
SunOpta Inc.


Steven Bromley serves as Chief Executive Officer and a Director of SunOpta. Mr. Bromley joined SunOpta in June 2001, was appointed President in January 2005 and subsequently President and Chief Executive Officer in February 2007. Mr. Bromley was appointed to the Board of Directors of SunOpta on January 26, 2007.

From June 2001 through September 2003 Mr. Bromley served as the Company's Vice President and Chief Financial Officer. Mr. Bromley was subsequently appointed as Executive Vice President and Chief Operating Officer and held this role until his appointment as President and Chief Operating Officer. In August, 2012, Mr. Bromley relinquished the Presidency to Hendrik Jacobs, who joined SunOpta as President and Chief Operating Officer.

Prior to joining the Company, Mr. Bromley spent over 13 years in the Canadian dairy industry in a wide range of financial and operational roles with both Natrel Inc. and Ault Foods Limited. From 1997 to 1999 he served on the Board of Directors of Natrel Inc. Mr. Bromley is a Director of most of the Company's subsidiaries, and since July 2004 has served on the Board of Directors of Opta Minerals (TSX: OPM) which is approximately 66.1% owned by SunOpta.
Robert McKeracher Robert McKeracher
Vice President and Chief Financial Officer
SunOpta Inc.
Robert McKeracher Robert McKeracher
Vice President and Chief Financial Officer
SunOpta Inc.


Robert McKeracher serves as Vice President and Chief Financial Officer of SunOpta overseeing all financial reporting, compliance and corporate treasury activities. He previously served as Vice President of Financial Reporting for SunOpta Inc. from June 2008 until October 2011, and as Director of Financial Reporting from August 2007 to June 2008. Prior to joining SunOpta, Rob was the Manager of Business Planning and Treasury at Magna Entertainment Corp. from May 2003 to August 2007, after spending four years in public accounting in the assurance and business advisory practice at PriceWaterhouseCoopers LLP. Rob is a Chartered Accountant and holds a Bachelor of Commerce degree from The University of Toronto.
Rik Jacobs Rik Jacobs
President and Chief Operating Officer
SunOpta Inc.
Rik Jacobs Rik Jacobs
President and Chief Operating Officer
SunOpta Inc.


SunOpta inc.

Hendrik (Rik) Jacobs joined SunOpta in August 2012 as President and Chief Operating Officer. Mr. Jacobs brings over 20 years of international sales, marketing, innovation, strategic development and general management experience to this role. Over the past eleven years Mr. Jacobs held a number of progressively responsible positions with Tetra Pak, the world's leading supplier of equipment and materials for the processing and packaging of liquid food products, with revenues of approximately $12 billion in 165 markets worldwide. Most recently Mr. Jacobs served as Cluster Vice President for North Europe with responsibility for the UK, Ireland, Scandinavia and the Baltic States. Prior to this role, he served as Managing Director Benelux with responsibility for the Netherlands, Belgium and Luxemburg, as Vice President of Strategy and Planning with responsibility for setting long term technology and product development strategies, and as Vice President of Sales for TetraPak USA. Prior to joining Tetra Pak Mr. Jacobs held a number of international sales, marketing and general management positions with PepsiCo, Royal Dutch Ahold and the Coca-Cola Company. Mr. Jacobs holds a Masters of Business Administration degree from the American Graduate School of International Management and a Bachelor of Business Administration from Oregon State University.


Allan Routh Allan G. Routh
President, SunOpta Grains and Foods Group
Allan Routh Allan G. Routh
President, SunOpta Grains and Foods Group


Mr. Routh is President of the Company's Grains and Foods Group, the largest operating group within SunOpta, and prior to March 2003 was President and Chief Executive Officer of the SunRich Food Group, Inc., a wholly-owned subsidiary of the Company.

Mr. Routh has been involved in the natural and organic foods industry and soy industry organizations since 1984. He is also a Director of other private companies. In the past five years, Mr. Routh has not served on any other reporting issuers Board of Directors.
Mitch Jensen Mitch Jensen
Vice President of IT
SunOpta Inc.
Mitch Jensen Mitch Jensen
Vice President of IT
SunOpta Inc.


Mr. Jensen started with SunOpta as Corporate IT Director in August 2004 and was promoted to SunOpta, Vice President of IT in October of 2008. Mr. Jensen is a PMP (Project Management Professional) with over 20 years of IT leadership experience including ERP implementation, application development and support, web services, and infrastructure management. Prior to joining the company, Mr. Jensen spent over 9 years NCS Pearson in various senior leadership roles and has also held IT leadership roles at Burlington Northern Railroad.
John Ruelle John Ruelle
Chief Administrative Officer and Senior Vice President of Corporate Development
SunOpta Inc.
John Ruelle John Ruelle
Chief Administrative Officer and Senior Vice President of Corporate Development
SunOpta Inc.


John Ruelle serves as Chief Administrative Officer and Senior Vice President of Corporate Development.  He previously served as Vice President and Chief Administrative Officer from October 2011 to January 2013. Mr. Ruelle brings over 15 years of progressive food industry senior leadership experience to this role with a focus on building foundational structures to achieve aggressive revenue and profitably growth through driving talent management, business processes and strategy linkage. Mr. Ruelle joined SunOpta in November 2007 as Vice President of Finance and Administration and Chief Financial Officer of the SunOpta Grains and Foods Group, the largest operating division of SunOpta. Prior to joining SunOpta, Mr. Ruelle was Vice President of Finance and Administration, Chief Financial Officer, Treasurer and Corporate Secretary for Restaurant Technologies, Inc. where he was co-founder and managed over 30 Greenfield start-ups. Earlier in his career he held various financial and operational roles with LaserMaster Technologies and was a Certified Public Account with Larson Allen, LLP. Mr. Ruelle has a Bachelor of Science degree from St. John's University.


Scott Gordon Scott Gordon
President, SunOpta Ingredients Group
Scott Gordon Scott Gordon
President, SunOpta Ingredients Group


Mr. Gordon joined SunOpta in November of 2001 in the role of Project Manager and has served in several roles of increasing responsibility since that time. In November of 2004 he joined the SunOpta Ingredients Group as Assistant Vice President of Operations. He was promoted to Vice President of Operations in August of 2006. In September of 2011, Mr. Gordon was appointed President of SunOpta Ingredients Group. Mr. Gordon has over 15 years of agriculture & food manufacturing experience.
Lillian Barlett Lillian Barlett
Vice President, Risk Management and Internal Audit
SunOpta Inc.
Lillian Barlett Lillian Barlett
Vice President, Risk Management and Internal Audit
SunOpta Inc.


Mrs. Lillian Barlett joined SunOpta as Director of Risk Management and Internal Audit in July 2009 and was promoted to Senior Director of Risk Management and Internal Audit in late-2011.  In April 2013, Mrs. Barlett was appointed Vice President of Risk Management and Internal Audit.  Mrs. Barlett obtained her Chartered Accountant designation in 1985 and has over 30 years of experience in external audit, I.T. consulting and internal audit. Prior to joining SunOpta Lillian held various senior internal audit positions in a number of industries including telecommunications, financial services and steel. In those positions she was responsible for various aspects of Sarbanes–Oxley (or Bill 198) compliance, health and safety auditing, operational, financial and I.T. audit.


Chris Bouchard Chris Bouchard
President, SunOpta Consumer Products Group – Healthy Snacks
Chris Bouchard Chris Bouchard
President, SunOpta Consumer Products Group – Healthy Snacks


Chris Bouchard, President SunOpta Consumer Products Group - Healthy Snacks, joined SunOpta in April 2006 as Director of Sales in SunOpta's Healthy Fruit Snacks division. Mr. Bouchard was promoted to General Manager of the business in June 2007 and was appointed President of SunOpta Consumer Products Group - Healthy Snacks in December 2010. Previous to joining SunOpta, Mr. Bouchard held senior sales leadership roles with the J.M. Smucker Co., Bayer AG and Acosta Canada, and has 15 years in the Consumer Packaged Goods industry. Mr. Bouchard has degrees from the University of Western Ontario and York University.
Joseph Stern Joseph J. Stern
President, SunOpta Consumer Products Group – Food Solutions
Joseph Stern Joseph J. Stern
President, SunOpta Consumer Products Group – Food Solutions


Joseph Stern, President, SunOpta Food Solutions, was President and co-founder of Organic Ingredients, Inc since 1996. Joseph has been a member of the senior management team since 2004 when he sold Organic Ingredients to SunOpta. Joseph started in the organic food industry in 1974 when he founded Earthly Organics, Inc and was one of the first distributors of natural and organic products in the east coast of the U.S. He sold that business to Cornucopia Inc in 1984 which later became part of UNFI, Inc. Mr. Stern is considered one of the pioneers of the natural and organic food industry with over 35 years of experience.
Gerard Versteegh Gerard Versteegh
President, SunOpta International Foods Group – Tradin Organic
Gerard Versteegh Gerard Versteegh
President, SunOpta International Foods Group – Tradin Organic


Gerard Versteegh, President, SunOpta International Foods Group – Tradin Organic, joined SunOpta in April 2008 as President and co-founder of Tradin Organic Agriculture. Gerard has 25 years of expertise on global sourcing of organic raw materials in a broad range of categories.
David Kruse David J. Kruse
President and Chief Operating Officer, Opta Minerals Inc.
David Kruse David J. Kruse
President and Chief Operating Officer, Opta Minerals Inc.


David. J. Kruse is a CMA (Chartered Management Accountant) and started with Opta Minerals as Financial Manager in November 1997. He was later appointed to Executive Vice President and Chief Operating Officer of Opta Minerals. In December 2002, Mr. Kruse was promoted to President and Chief Executive Officer of the Environmental Industrial Group (Opta Minerals) and its group of companies in Canada and the U.S.
Bill Van Heeswyk Bill Van Heeswyk
Vice President, Sustainability
SunOpta Inc.
Bill Van Heeswyk Bill Van Heeswyk
Vice President, Sustainability
SunOpta Inc.


Mr. Van Heeswyk joined SunOpta as the Vice President of Continuous Improvement in June of 2009 and was promoted to Vice President, Sustainability in September 2010. Mr. Van Heeswyk brings over 30 years of food industry experience with a focus on the company-wide commitment to sustainability. Prior to joining SunOpta, Bill was Vice President of Quality Systems at Maple Lodge Farms Inc. where he was responsible for the company's quality systems and continuous improvement program.

Board of Directors


Steven Bromley Steven R. Bromley
Chief Executive Officer
SunOpta Inc.
Steven Bromley Steven R. Bromley
Chief Executive Officer
SunOpta Inc.


Steven Bromley serves as Chief Executive Officer and a Director of SunOpta. Mr. Bromley joined SunOpta in June 2001, was appointed President in January 2005 and subsequently President and Chief Executive Officer in February 2007. Mr. Bromley was appointed to the Board of Directors of SunOpta on January 26, 2007.

From June 2001 through September 2003 Mr. Bromley served as the Company's Vice President and Chief Financial Officer. Mr. Bromley was subsequently appointed as Executive Vice President and Chief Operating Officer and held this role until his appointment as President and Chief Operating Officer. In August, 2012, Mr. Bromley relinquished the Presidency to Hendrik Jacobs, who joined SunOpta as President and Chief Operating Officer.

Prior to joining the Company, Mr. Bromley spent over 13 years in the Canadian dairy industry in a wide range of financial and operational roles with both Natrel Inc. and Ault Foods Limited. From 1997 to 1999 he served on the Board of Directors of Natrel Inc. Mr. Bromley is a Director of most of the Company's subsidiaries, and since July 2004 has served on the Board of Directors of Opta Minerals (TSX: OPM) which is approximately 66.1% owned by SunOpta.

Jeremy Kendall Jeremy N. Kendall
Chair
SunOpta Inc.
Jeremy Kendall Jeremy N. Kendall
Chair
SunOpta Inc.


Jeremy Kendall has served as a Director of the Company since September 1978. He became CEO and Chairman of the Board of SunOpta in June 1983 and retired as CEO in January 2007. He remains as Chairman of the Board of the Company. Mr. Kendall is also currently the Chairman of Opta Minerals Inc. (TSX:OPM), which is approximately 66.1% owned by the Company, and serves on the Board of Directors of Mascoma Corporation, a renewable fuels company in which SunOpta has a 18.65% ownership position. Mr. Kendall also serves on the Board of Asia Bio-Chem Group Corp. (TSX:ABC), a major starch manufacturer in China, and is Chairman of Jemtec Inc. (6/91 to present), a distributor of electronic home incarceration equipment listed on the TSXV. He is also a Director of a number of private and charitable organizations.



Allan Routh Allan G. Routh
President, SunOpta Grains and Foods Group
Allan Routh Allan G. Routh
President, SunOpta Grains and Foods Group

Mr. Routh is President of the Company's Grains and Foods Group, the largest operating group within SunOpta, and prior to March 2003 was President and Chief Executive Officer of the SunRich Food Group, Inc., a wholly-owned subsidiary of the Company.

Mr. Routh has been involved in the natural and organic foods industry and soy industry organizations since 1984. He is also a Director of other private companies. In the past five years, Mr. Routh has not served on any other reporting issuers Board of Directors.

Cyril Ing Cyril A. Ing (4)
Board Secretary and Independent Director
Cyril Ing Cyril A. Ing
Board Secretary and Independent Director


Cyril Ing is a retired Professional Engineer and also holds an MBA. He was elected a Director in January 1984 and became an employee, Vice-President Engineering, of the Company in August 1985, retiring from the position in 1992. Mr. Ing currently serves on the Corporate Governance Committee. Mr. Ing also formerly served on the Compensation and Audit Committees until November 2010.

In the past five years, Mr. Ing has served on the Board of Directors of Jemtec Inc. (11/99 to present) a Canadian listed reporting company.

Member of the Nominating and Governance Committee
Katrina Houde Katrina L. Houde (2) (6)
Independent Director
Katrina Houde Katrina L. Houde
Independent Director


Katrina Houde was elected to the Board of Directors in December 2000 and also serves as a member of the Audit and Compensation Committees. Ms. Houde has been an independent consultant since March 2000.

From January 1999 to March 2000, Ms. Houde was President of Cuddy Food Products, a division of Cuddy International Corp. and was Chief Operating Officer of Cuddy International Corp. from January 1996 to January 1999. She is a Director of a number of private and charitable organizations.

Member of the Audit Committee
Member of the Compensation Committee
Douglas Greene Douglas Greene (4)
Independent Director
Douglas Greene Douglas Greene
Independent Director


Douglas Greene was elected to the Board of Directors in September 2008 and currently is a member of the Corporate Governance Committee. Mr. Greene is a pioneer in the natural and organic foods industry. Mr. Greene founded New Hope Natural Media, the largest Business to Business media group in the natural products industry and ran this company for twenty years, selling it to Penton Media in 1999. He was a board member of Penton Media which was listed on the NYSE and subsequently NASDAQ (OTCBB:PTON) from 1999 to 2005 and served on their Executive, Compensation and Audit Committees. From 1994 to 2005 Mr. Greene was Chairman of Vitrina Group of Moscow, publishers and event producers for the grocery, restaurant and wine industries.

Mr. Greene is a Board member of NextFoods and Z2 Entertainment and has served on several non-profit Boards.

Member of the Nominating and Governance Committee
Victor Hepburn Victor Hepburn (1) (6)
Independent Director
Victor Hepburn Victor Hepburn
Independent Director


Victor Hepburn was elected a Director of the Company in September 2008. Mr. Hepburn has served as Chair of the Audit Committee since September 2008, has served on the Company's Compensation Committee since November 2010, and formerly served on the Company's Corporate Governance Committee until November 2010. Mr. Hepburn is currently a Director of Opta Minerals Inc. (TSX:OPM), which is approximately 66.2% owned by the Company, and Chairman of its Audit Committee. Mr. Hepburn has been self-employed since 2000 as a consultant and is a director of Walker Industries Holdings Inc., an aggregate and waste management company.

Mr. Hepburn was the President and CEO of Hanson Brick America in 1999 and 2000, an international building materials company that is one of the largest ready mix concrete and brick manufacturers in North America. Prior to its acquisition by Hanson Brick America, from 1977 to 1999 Mr. Hepburn was employed in various capacities with Jannock Limited, a company listed on the TSX, including serving as President and Chief Executive Officer, Brick Operations from 1985 to 1999. Mr. Hepburn also served as a Director of the Brick Association of America from 1985 until 2000 and as Vice-Chairman from 1998 until 2000. Mr. Hepburn is a Chartered Accountant and attended the University of Glasgow.

Chair of the Audit Committee
Member of the Compensation Committee
Jay Amato Jay Amato (3)
Independent Director
Jay Amato Jay Amato
Independent Director


Jay Amato was appointed a Director of the Company and Chair of the Corporate Governance Committee in November 2008. Mr. Amato was the founder and CEO of PersonalScreen Media LLC in New York, a company which developed new methods of monetizing video content on the web. Prior to that he served as President and CEO of NASDAQ-traded Viewpoint Corporation, a premier interactive media company. He was also President and COO of Vanstar Corporation, a $2.8 billion public company with 7,000 employees that provided global computer outsourcing services. Adding to a considerable list of accolades and accomplishments, Mr. Amato was nominated for an Academy of Television Arts & Sciences Emmy Award in 2008. Mr. Amato is a Board member of Axis Teknologies LLC and has served on several non-profit Boards.

Chair of the Nominating and Governance Committee
Peter Fraser Peter Fraser(2)
Independent Director
Peter Fraser Peter Fraser
Independent Director


Peter Fraser was elected to the Board of Directors in May 2012 and appointed to the Audit Committee in August 2012. Mr. Fraser is a Partner and Co-Chief Investment Officer of West Face Capital Inc. Prior to joining West Face, Mr. Fraser acted as a consultant to Enterprise Capital from November 2002 to 2006. Mr. Fraser has over twenty-five years of investment experience in Canada, the United States and England. Mr. Fraser has an M.B.A. from Stanford University (1984) and a B.Comm. from the University of Toronto (1980).

Mr. Fraser is a member of the board of Plasco Energy Group, a waste-to-energy company based in Ottawa, Ontario.

Member of the Audit Committee
Alan D. Murray Alan D. Murray (2) (5) (7)
Independent Director
Alan D. Murray Alan D. Murray
Independent Director


Alan Murray was elected a Director of the Company in July 2010 and appointment Vice Chair in March 2011, and also serves as Chairman of the Compensation Committee and a member of the Audit Committee. Mr. Murray has over 30 years of experience as a supplier to the food industry in three continents. Mr. Murray spent 10 years with Unilever, primarily in marketing roles both in the Netherlands and South Africa. From 1990 to 2010 he worked for Tetra Pak, the world leader in processing and packaging systems serving the food industry. During this period he led their operations in Southern Africa, Central Europe (Czech Republic and Slovakia) and North America. Mr. Murray has been a Board member of the National Food Processors Association, now merged with Grocery Manufacturers Association, and the International Dairy Foods Association. He was also Co-founder and Chairman of the industry group Carton Council, a body founded to stimulate the recycling of beverage cartons. Mr. Murray has not served on any other reporting issuers Board of Directors. He is currently the CEO of NextFoods, creators of GoodBelly probiotic fruit drink, based in Boulder Co.

Member of the Audit Committee
Chair of the Compensation Committee

(1) Chair of Audit Committee
(2) Member of Audit Committee
(3) Chair of Corporate Governance Committee
(4) Member of Corporate Governance Committee
(5) Chair of Compensation Committee
(6) Member of Compensation Committee
(7) Vice Chair

The Board of Directors of SunOpta, Inc. (the "Company") sets high standards for the Company's employees, officers and directors. Implicit in this philosophy is the importance of sound corporate governance. It is the duty of the Board of Directors to serve as a prudent fiduciary for shareholders and to oversee the management of the Company's business. To fulfill its responsibilities and to discharge its duty, the Board of Directors follows the procedures and standards that are set forth in these guidelines. These guidelines are subject to modification from time to time as the Board of Directors deems appropriate in the best interests of the Company or as required by applicable laws and regulations.

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