Charter of the Disclosure Committee

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CHARTER OF THE DISCLOSURE COMMITTEE

1. PURPOSE

The Disclosure Committee is responsible for:

(a) overseeing the Companyís disclosure practices in compliance with applicable law and regulations and with the Disclosure Policy; and

(b) determining when developments justify public disclosure.

2. DEFINITIONS AND INTERPRETATION

2.1 Definitions

In this Charter:

(a) “Board” means the Board of Directors of the Company;

(b) “Chair” means the chair of the Committee;

(c) “CEO”, “CFO” and “CLO” mean the Chief Executive Officer, Chief Financial Officer and Chief Legal Officer respectively of the Company;

(d) “Code of Conduct” means the Companyís Code of Professional Conduct;

(e) “Disclosure Committee” means the disclosure committee of the Company; and

(f) “Disclosure Policy” means the corporate disclosure policy of the Company; and

(g) “Company” means the Company and all related entities.

2.2 Interpretation

The provisions of this Charter are subject to applicable securities laws and stock exchange requirements.

3. CONSTITUTION AND FUNCTIONING OF THE COMMITTEE

3.1 Committee Membership

(a) The Disclosure Committee shall be composed of the persons holding such offices as the CEO, in consultation with the Board, may determine from time to time.

(b) Until the CEO shall otherwise determine, the Committee shall consist of the CEO, the CFO and the CLO.

3.2 Meetings

The Disclosure Committee will meet in advance of the release of all quarterly and annual financial statements and otherwise as circumstances require.

3.3 Oversight of Disclosure Policy

(a) The Disclosure Committee shall oversee the dissemination of the Disclosure Policy to directors, officers and employees.

(b) The Disclosure Committee shall monitor compliance with the Disclosure Policy.

3.4 Authority of Committee

The Disclosure Committee has the authority to seek the advice of outside counsel and other advisors as appropriate.

3.5 Committee Recommendations

The Disclosure Committee shall review the Disclosure Policy and related aspects of the Code of Conduct at least annually and shall recommend to the Board and/or the Nominating & Governance Committee and Compensation Committee such changes to the policy and related aspects of the code as the Disclosure Committee considers appropriate.

4. Designated Spokespersons

4.1 “Designated Spokespersons” are the Company executives approved by the CEO to speak to the investment community. Until such time as the CEO shall otherwise advise the Disclosure Committee, those executives shall be the CEO, CFO and CLO. Only a Designated Spokesperson may speak with the media, investors and analysts regarding material information of the Company.

4.2 Role of the CLO

The CLO is responsible for the responses to electronic inquiries. Only public information or information which could otherwise be disclosed in accordance with this Charter and the Disclosure Policy shall be utilized in responding to electronic inquiries.

5. MATERIAL INFORMATION

5.1 Material Information

(a) In overseeing the Companyís disclosure practices in compliance with applicable law and regulations, the Disclosure Committee will adhere to the basic disclosure rules set out in this Section 5. ìMaterial informationî for the purpose of this provision (and this Charter more generally) is any information relating to the business and affairs of the Company that would reasonably be expected to result in a significant change in the market price or value of any securities issued by the Company. Potentially material information includes, but is not restricted to annual or quarterly financial results; significant changes in management; significant shifts in operating or financial circumstances such as major write-offs and changes in earnings projections; borrowing of a significant amount of funds; acquisitions of, or mergers with, other companies; significant new contracts or loss of business; and major new products, services or patents.

(b) Once the Disclosure Committee determines that a development is material, it will authorize the issuance of a news release forthwith (unless the Disclosure Committee has determined that the information must remain confidential for the time being, in accordance with Section 5.3). Material information will be disclosed only through a news release. Financial news releases, acquisition news releases, other material event news releases as well as conference call scripts, investor presentations and speeches will be written to ensure compliance with all applicable legal and stock exchange requirements, particularly in terms of future prospects and the financial outlook. The outlook discussed in these news releases, scripts, presentations and speeches will remain in effect until such time as the Company issues a news release outlining a change.

5.2 Confidential Material Information

If the Disclosure Committee determines that disclosure forthwith of undisclosed material information would be unduly detrimental to the Company:

(a) the information will be kept confidential until the Disclosure Committee determines it is appropriate to release it publicly;

(b) the Disclosure Committee will cause a confidential material change report to be filed with the applicable securities regulators as soon as practicable and will periodically (at least every 10 days) review its decision to keep the information confidential; and

(c) the Disclosure Committee will take steps to ensure that the material information remains confidential and will monitor market activity in the Companyís securities. If the Disclosure Committee believes that the confidential material information has been leaked and certain persons are taking advantage of it, the Disclosure Committee will take immediate steps to ensure that a full public announcement is made (including contacting exchanges on which its securities are listed and asking that trading be halted pending the issuance of a news release).

5.3 Disclosure of Material Information

(a) Disclosure must be factual and balanced and will include any information the omission of which would make the rest of the disclosure misleading (half truths are misleading).

(b) Unfavourable material information must be disclosed as promptly and completely as favourable information.

(c) Disclosure must be updated if earlier disclosure has become misleading as a result of intervening events. Disclosure must be corrected immediately if the Company learns that earlier disclosure contained a material error at the time it was made.

(d) Disclosure must be consistent among the entire audience, including the investment community, the media, customers and employees.

5.4 News Releases

(a) News releases will contain language to ensure that investors know that any material information associated with the press-related event is included in the news release, or alternatively, that the event described in the news release is not expected to have a material impact on the Company.

(b) News releases will be disseminated through a news wire service that provides national and simultaneous service. News releases will be transmitted to all stock exchange members, relevant regulatory bodies and major national financial media.

(c) If a stock exchange on which securities of the Company are traded is open for trading at the time of a proposed announcement, prior notice of a news release announcing material information must be provided to the appropriate market surveillance authorities to enable a trading halt, if the exchange deems this to be necessary. If a news release announcing material information is issued outside of trading hours, the exchange must be notified promptly and in any event before the market opens.

(d) News releases will be posted on the Companyís website immediately after confirmation of dissemination of the news wire. The website will include a notice that advises the reader that the information posted was accurate at the time of posting, but may be superseded by subsequent disclosures.

6. RUMOURS

(a) So long as it is clear that the Company is not the source of the market rumour, the Company does not comment, affirmatively or negatively, on rumours. This applies to rumours on the Internet. If asked, Designated Spokespersons will respond consistently to those rumours saying: ìIt is our policy not to comment on market rumours or speculations.

(b) If a stock exchange on which securities of the Company are listed requests that the Company make a definitive statement in response to a market rumour that is causing significant volatility in the stock, the Disclosure Committee will consider the matter and decide whether to make a policy exception.

(c) If the rumour is true in whole or in part and appears to be affecting trading activity, this may be evidence of a leak, and the Disclosure Committee will issue a news release forthwith disclosing the relevant material information, as contemplated in Section 5.2.

7. ELECTRONIC COMMUNICATIONS

7.1 Use and Monitoring of Website

(a) The CLO will review the Company’s website frequently and regularly for clarity and accuracy of content and delete or archive stale-dated information that may present disclosure problems. Any material changes in information must be updated immediately.

(b) Although the Company views electronic communications as an extension of its formal disclosure record, it recognizes that disclosure on its website does not constitute adequate disclosure of information that is considered material non-public information. Any disclosures of material information on its website will be coordinated with a news release.

(c) The Companyís most requested disclosure documents will be posted on the Investor Relations section of the Companyís website. A reference to other disclosure documents being available on SEDAR will be included. All information posted, including text and audiovisual material will show the date the material was issued. Any material changes in information must be updated immediately, following the issuance of a news release. The website will include a notice that advises the reader that the information was accurate at the time of posting, but may be superseded by subsequent disclosure.

(d) The CLO will maintain a log indicating the date the material information is posted and removed from the Investor Relations section of the website. Documents posted on the website that have been filed with securities regulators will be maintained on the website for a minimum of two years.

(e) The CLO must approve all links from the Companyís website to third party websites. The website will include a notice that advises readers they are leaving the Companyís website and that the Company is not responsible for the contents of the other site. The Company will not host or link to Internet chat rooms, bulletin boards or newsgroup discussions pertaining to the Companyís activities.

7.2 Electronic Inquiries

The CLO will be responsible for responses to electronic inquiries. Only public information or information that could otherwise be disclosed in accordance with this Charter and the Disclosure Policy shall be used to respond to electronic inquiries.

8. FORWARD-LOOKING INFORMATION

8.1 Adherence to Guidelines

The Disclosure Committee shall communicate to the Designated Spokespersons and such other employees of the Company who may make public statements about the Company, the Companyís policy with respect to voluntary forward-looking information, including the guidelines set out below, and shall monitor compliance with such policy.

8.2 Guidelines

If the Company voluntarily releases forward-looking information or other disclosure regarding possible events, conditions or results such as financial outlooks (including earnings guidance) that include projections or forecast information such as expected revenues, net income, earnings per share or development spending in continuous disclosure documents, speeches, conference calls, investor presentations or other forms of disclosure documents, speeches, conference calls, investor presentations or other forms of disclosure, the following guidelines will be observed:

(a) if the forward-looking information is material, it will be disseminated in accordance with the Companyís legal and stock exchange obligations and the practices described above.

(b) the information will be clearly identified as forward-looking.

(c) the Company will identify, as appropriate, the material assumptions used in the preparation of the forward looking information.

(d) the information will be accompanied by a statement that identifies, in specific terms, the risks and uncertainties that may cause the actual results to differ materially from those projected in the statement.

(e) the information will be accompanied by a statement that the information is stated as of the current date and subject to change after that date, and the Company disclaims any intention to update or revise this statement of forward-looking information, whether as a result of new information, future events or otherwise.

9. COMMUNICATIONS WITH ANALYSTS AND INVESTORS

9.1 Review by Disclosure Committee

All speeches and presentations to be made by representatives of the Company (including presentations to analysts and credit rating agencies) as well as responses to questions anticipated as a result of such speeches and presentations shall be reviewed in advance by the Disclosure Committee (or such person or persons as the Disclosure Committee may determine) for the purpose of determining whether such speech or presentation is consistent with this Charter and the Disclosure Policy. In particular:

(a) the CLO and CFO (or such other person or persons as the Disclosure Committee may determine) shall review in advance all analyst presentations for the purpose of determining whether such presentations are consistent with this Charter and the Disclosure Policy; and

(b) the CLO and CFO (or such other person or persons as the Disclosure Committee may determine) shall review in advance all rating agency presentations for the purpose of determining whether such presentations are consistent with this Charter and the Disclosure Policy.

9.2 Communications with Investing Community

(a) The CLO (or such other person as the CLO may designate) shall keep detailed records and/or transcripts of any conference call, meeting or industry conference. The Disclosure Committee (or such person as the Disclosure Committee may designate) shall review these records and transcripts to determine whether any unintentional selective disclosure has occurred. If it has, the Disclosure Committee will take immediate steps to ensure that a full public announcement is made, including contacting the exchanges on which the Companyís securities are listed and asking that trading be halted pending the issuance of a news release.

(b) In addition to the above noted meetings, the Company will continue to discuss its operations with the investing community throughout the year via conferences, phone calls, meetings, etc. The Company will not disclose any material changes to its operations or future prospects in those meetings without prior public disclosure.

(c) The Company recognizes that analysts are important conduits for disseminating information to the investing public and that analysts play a key role in interpreting and clarifying existing public data and in providing investors with background information and details that cannot practically be put in public documents. The Company will meet with analysts and investors on an individual or small group basis as needed and will initiate contacts or respond to analyst and investor calls in a timely, consistent and accurate fashion in accordance with this Charter and the Disclosure Policy. The Company will provide to individual investors or reporters who request it, the sort of detailed differential public information that has been provided to analysts. Only Designated Spokespersons speak with analysts or the investor community. Other members of senior management may accept invitations to attend investor meetings only as approved by the Investor Relations Department. Where practicable, more than one representative will be present at all individual and group meetings with analysts and investors.

(d) The Company recognizes that analyst disclosure does not constitute adequate disclosure of information that is considered material non-public information. If material information is to be announced at an analyst or shareholder meeting or a press conference, its announcement must be coordinated with a general public announcement via news release.

(e) Responses to calls from the financial and business or trade media must be coordinated and approved through the Disclosure Committee.

(f) The Company will try to ensure, through its regular public dissemination of quantitative and qualitative information that analystsí estimates are in line with the Companyís expectations. The Company will not confirm, or attempt to influence, an analystís opinions or conclusions and will not express comfort with analystsí financial models and earning estimates. The Company will review analyst reports on request for the purpose only of identifying publicly disclosed factual information that may affect the analystís model or pointing out inaccuracies or omissions with reference to publicly available information about the Company.

(g) If the Company has determined that it will be reporting results materially below or above publicly-held expectations, it may decide to disclose this information in a news release to enable discussion without risk of selective disclosure (see ìForward-Looking Informationî above).

9.3 Postings on the Companyís Website

(a) The Company will maintain on its website, a current and up to date schedule of the dates and times of all conference calls to discuss planned disclosure of corporate information (such as a scheduled earnings release), the subject matter of the call and means of accessing it.

(b) Information with respect to all analyst, industry and investor presentations will be posted on the Companyís website for seven days after those presentations have taken place. The Company will provide slides and other materials distributed at those presentations on request.

9.4 Quiet Period

The Company observes a quarterly quiet period during which no meetings or telephone contacts with analysts and investors will be initiated and no earnings guidance will be provided. The quiet period corresponds with the quarterly blackout period and generally commences 30 days before the end of each fiscal quarter and ends at the beginning of the third trading day after the issuance of a news release disclosing quarterly or annual results.

10. CONTINUOUS DISCLOSURE

10.1 Downstream Certification

The Disclosure Committee will require downstream certification from principal business and financial managers in each of the Companyís principal geographies in connection with the Companyís interim and annual financial statements for the purpose of confirming the accuracy of the information included in those statements which have been provided to them for review.

10.2 Public Filings

The Disclosure Committee will review all material required to be filed with securities Regulatory authorities before it is provided to the Audit Committee or board for review or approval. If such material does not require the review or approval of the Audit Committee or board, it shall be reviewed by the Disclosure Committee (or such person or persons as the Disclosure Committee may designate) before it is filed.

10.3 Communication of Financial Information

(a) Financial results will be publicly released following Audit Committee or board approval of the MD&A, financial statements and notes.

(b) Earnings guidance and news releases containing financial information based on the Companyís financial statements will be reviewed by the Audit Committee or board prior to issuance. The Company will indicate at the time such information is released, whether it has been reviewed by the board (or the audit committee).

(c) The Companyís earnings news release will be issued concurrently with the filing of its quarterly or annual financial statements.

11. REPORTING TO THE BOARD

(a) The Disclosure Committee shall report to the CEO at such time as the CEO shall determine.

(b) The Disclosure Committee shall report to the Board on its activities at least annually.

(c) The Disclosure Committee shall report to the Board from time to time as necessary with respect to significant breaches of the Companyís Disclosure Policy.

(d) The Disclosure Committee shall make recommendations to the Board and/or the Governance & Nominating Committee and the Compensation Committee concerning the Disclosure Policy and the Code of Conduct as described elsewhere in this Charter.

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