CORPORATE

• Financial Reports
• Corporate Bios
• Board of Directors
• Executive Committee
• Corporate Governance
  • Charter of the Board of Directors
  • Audit Committee Mandate
  • Code of Professional Conduct
  • Charter of the Nominating Governance
  • Corporate Governance Guidelines
  • Description of Chief Executive Officer
  • Description of Chair of Audit Committee
  • Charter of the Disclosure Committee
  • Charter of the Compensation Committee
  • Standards of Business Conduct
  • Description of Compensation Committee

POSITION DESCRIPTION CHIEF EXECUTIVE OFFICER

GENERAL

This position description describes the appointment, role and responsibilities of the chief executive officer (ìthe CEOî) of the Board of Directors of the Company. It should be read together with the:

- written charter of the Board (the ìCharterî)

- position description of the chairman (the ìChairmanî)

all as such documents may be amended from time to time.

OFFICE OF THE CHIEF EXECUTIVE OFFICER

The Board shall appoint the Chief Executive Officer on terms and conditions that it considers appropriate. The Chief Executive Officer shall report to the Board.

RESPONSIBILITIES OF THE CHIEF EXECUTIVE OFFICER

General

The CEO shall have full responsibility for the day-to-day operation of the Companyís business in accordance with the Companyís strategic plan, current year operating and capital expenditure budgets as previously approved by the Board.

Notwithstanding the foregoing, the following matters shall require Board approval;

- All decisions which are outside of the ordinary course of the Companyís business (including, without limitation, litigation strategies, major financings, acquisitions, depositions, licensing and new commercial relationships);

- Any expenditure greater than $[5] million[note to draft - this to be discussed];

- Changes to the Companyís organizational (legal entity) structure;

- Changes in the structure of the senior management team;

- Hiring and termination of persons holding positions that report directly to the CEO.

Relationship with Chair of the Board

The CEO shall consult with the Chairperson on matters of strategic significance to the Company.

Specific Responsibilities

In discharging his or her responsibility for the day-to-day operation of the Companyís business, subject always to the oversight by the Board, the CEO shall:

- foster a corporate culture that promotes ethical practices and encourages individual integrity;

- maintain a positive and ethical work climate that is conducive to attracting, retaining and motivating top-quality employees at all levels;

- work with the Chair in determining the matters and materials that should be presented to the Board;

- together with the Chair, develop and recommend to the Board a long-term strategy and vision for the Company that leads to enhancement of shareholder value;

- develop and recommend to the Board annual business plans and budgets that support the Companyís long-term strategy;

- ensure that the day-to-day business affairs of the Company are appropriately managed;

- consistently strive to achieve the Companyís financial and operating goals and objectives;

- promote continuous improvement in the quality and value of the Companyís products;

- seek to secure for the Company a satisfactory competitive position within its industry;

- ensure that the Company has an effective management team below the level of the CEO and has an active plan for management development and succession;

- ensure, in cooperation with the Chair and the Board, that there is an effective succession plan in place for the position of CEO;

- develop (for approval by the Board) a policy on corporate giving;

- [develop (for approval by the Board) policies on workplace safety and environmental matters]; and

- serve as the spokesperson for the Company.

Information Flow to the Board

The CEO will ensure the delivery of information to Directors on a timely basis to keep the Directors fully apprised of all matters which are material to Directors at all times. The CEO will alert the Board Chair on a timely basis of any material changes or events that may impact upon the risk profile, financial affairs or performance of the Company.

The CEO will coordinate with the Chair to ensure that information requested by any Director is provided and meets the needs of the Director.

This position description is subject to the Business Corporations Act (Ontario) and to the Companyís articles and by-laws, all as amended from time to time.