McGraw-Hill Ryerson is a public company and is governed by a Board of Directors made up of officers of our major shareholder, The McGraw-Hill Companies, Inc. and our own company, as well as four members from outside the company. Of the seven directors, five are Canadian residents. Each director is elected at the Annual Meeting of Shareholders and holds office until the next annual meeting. Below are the current directors and brief biographies.
| Susan M. Armstrong | J. Mark DesLauriers | Talia M. Griep | H. Ian Macdonald |
| Elizabeth O’Melia | David Swail | Manon R. Vennat |

Susan M. Armstrong, C.A., ICD.D, became a Director of McGraw-Hill Ryerson in 2005. Ms. Armstrong is President of CDSPI, a not-for-profit organization that administers investment, insurance and other benefits for members of the dental community in Canada. Ms. Armstrong also serves as Chair of the Board of Directors of The George Hull Centre for Children and Families; and is a member of the Board of Directors of Toronto Rehabilitation Institute.

J. Mark DesLauriers is a partner at Osler, Hoskin & Harcourt LLP where he has practiced since his call to the Ontario bar in 1983. His practice is concentrated in the corporate and securities law area. As a member of Osler’s Business Law Department, Mr. DesLauriers advises Canadian and foreign financial services firms, public corporations and institutional investors on all aspects of Canadian corporate-commercial law and securities regulation. He has worked on various committees to develop and formulate securities regulatory rules and policies. From 1992-1997 Mr. DesLauriers acted as Special Counsel to the Ontario Securities Commission on a variety of matters, including the development of SEDAR and SEDI. He has also been a Co-Chair of the Ontario Securities Commission’s Practioners’ Advisory Committee. Mr. DesLauriers joined the Board of Directors in 2001.

Talia M. Griep is President of McGraw-Hill Education’s International Publishing Group. Her career at The McGraw-Hill Companies, Inc spans fifteen years and includes serving as Corporate Controller & Senior Vice-President, as well as working in a senior finance capacity within The McGraw-Hill Companies’ Information & Media Services Division and Standard & Poor’s Division. Ms Griep’s background also includes senior finance roles at Honeywell International Inc and Polo Ralph Lauren. She has an MBA from Rutgers University. Ms Griep joined the Board of Directors for McGraw-Hill Ryerson in 2011.

H. Ian Macdonald is President Emeritus and Professor of Economics and Public Policy at York University and Director of the Master of Public Administration Program. He was Chairman of the Board of Governors of The Commonwealth of Learning. Mr. Macdonald has had a distinguished career in academia and government. In 1955, he became a lecturer in economics at the University of Toronto, and joined the Government of Ontario as Chief Economist in 1965 where he remained as Deputy Treasurer and Deputy Minister of Economics and Intergovernmental Affairs until 1974. At that time, he became President of York University serving until 1984 after which he served as Director of York International from 1984 to 1994. He is Director of several Canadian and international organizations, including the AGF Companies, and is an Officer of the Order of Canada. Mr. Macdonald joined the Board of Directors of McGraw-Hill Ryerson in 1985.

Elizabeth O’Melia, is Senior Vice-President and Treasurer for The McGraw-Hill Companies, Inc., a position she assumed in 2008. Prior to this role, she served as Vice President and Treasurer of Covanta Holding Corporation (2005-2008) and held various management positions at Public Service Enterprise Group (PSEG) from 1990 to 2005. She has an MBA (Finance) from Seton Hall University and an MBA (International Business) from Columbia University. Ms O’Melia joined the Board of Directors for McGraw-Hill Ryerson in 2011.

David Swail is President and C.E.O. of McGraw-Hill Ryerson, the publicly-traded Canadian subsidiary of McGraw-Hill Companies. He is a director of the Canadian company and serves on the Executive and Finance Committees of the Board. David has worked in the publishing industry in Canada for the past 25 years. Over the course of his career he has held senior roles with many of Canada’s premier publishing and media organizations, including Maclean-Hunter, Rogers, Southam, CanWest and Sun Media/Quebecor. His responsibilities have spanned magazines, newspapers, educational publishing and web services. David has served on many industry boards and associations, and Immediate Past President of the Canadian Publishers’ Council. David holds an M.A. in English from the University of Toronto, and an M.B.A. from the University of Western Ontario.

Manon R. Vennat is Principal of Manon Vennat & Associates. Until 2004, she was Vice President, Managing Director and Chairman of SpencerStuart in Montreal. Prior to joining SpencerStuart in 1986, Mrs. Vennat was vice president, Administration, General Counsel and Secretary to the Board of Directors at AES Data. She is a member of the Bar of Quebec and is a Member of the Order of Canada. Mrs. Vennat presently participates as director and member of many organizations, including The Dominion of Canada General Insurance Company and The Empire Life Insurance Company. She is a member of the Board of the Foundation for the US-Canada Fulbright Program, and the Board of Governors of McGill University. She is past president and Chair of the Montreal Board of Trade and the former Chairman of the Board of Directors of the McCord Museum of Canadian History. Mrs. Vennat joined the Board of Directors of McGraw-Hill Ryerson in 1988.
