Birks&Mayors Inc.

CORPORATE GOVERNANCE

BOARD OF DIRECTORS

Dr. Lorenzo Rossi di Montelera
Chairman of the Board

Thomas A. Andruskevich
President & Chief Executive Officer
Birks & Mayors Inc.

Niccolo Rossi di Montelera
Consultant
Gestofi S.A.

Gérald Berclaz
Corporate Director

Emily Berlin
Senior Managing Director
Helm Holdings, Inc.

Shirley Dawe
Corporate Director & President
Shirley Dawe Associates Inc.

Elizabeth M. Eveillard
Independent Consultant

Guthrie J. Stewart
Corporate Director

Louis L. Roquet
General Manager
City of Montreal

AMEX Corporate Governance

The common shares of Birks & Mayors Inc. (the "Company") are listed on The American Stock Exchange ("AMEX"), and the Company is a foreign private issuer as defined in Rule 3b-4 under the U.S. Securities Exchange Act of 1934, as amended (the "Act"). Pursuant to Section 110 of the AMEX company guide, the following is a description of the significant ways in which the Company's governance practices differ from those followed by U.S. domestic companies pursuant to AMEX standards:

Proxy Delivery Requirement: AMEX requires the solicitation of proxies and delivery of proxy statements for all shareholder meetings, and requires that these proxies be solicited pursuant to a proxy statement that conforms to the proxy rules of the U.S. Securities and Exchange Commission. As a foreign private issuer, the Company is exempt from the proxy rules set forth in Sections 14(a), 14(b), 14(c) and 14(f) of the Act. The Company solicits proxies in accordance with applicable rules and regulations in Canada.