CORPORATE

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  • Charter of the Board of Directors
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  • 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 CHAIR OF THE COMPENSATION COMMITTEE GENERAL

This position description describes the appointment, role and responsibilities of the Chair (the “Chair”) of the compensation committee (the “Committee”) of the board of directors (the “Board”) of the Company. This position description should be read together with the written charter of the Committee (the “Charter”) as such Charter may be amended from time to time.

OFFICE OF THE CHAIR

The Board shall appoint the Chair from the members of the Committee (or if it fails to do so, the members of the Committee shall appoint the Chair of the Committee from among its members). The designation of the Committeeís Chair shall take place annually at the first meeting of the Board after a meeting of the shareholders at which Directors are elected, provided that if the designation of Chair is not so made, the Director who is then serving as Chair shall continue as Chair until his or her successor is appointed. The Chair shall receive such remuneration as the Board may determine from time to time.

RESPONSIBILITIES OF THE CHAIR

Board Leadership

The Chair shall be responsible for providing leadership to the independent directors. This will include chairing in camera meetings of the independent directors and providing input to the Board Chair on behalf of the independent directors with respect to Board agendas.

The Chair, in cooperation with the Board Chair, shall provide the leadership necessary to provide greater assurance that adequate resources and timely and relevant information are available to the Board to allow it to effectively carry out its work.

Committee Leadership

The Chair will provide leadership to the Committee in discharging its mandate as set out in the Charter, including by:

1. promoting a thorough understanding by members of the Committee, management, the Companyís governance consultants (if any), Companyís compensation consultants (if any) and other outside advisors of:

a. the duties and responsibilities of the Committee; and

b. the relationship between the Committee and each of the Companyís

i. management;

ii. compensation consultants; and

iii. outside advisors; and

c. promoting cohesiveness among members of the Committee.

Liaison between the Committee and Management

The Chair shall be the liaison between the Committee and each of the Companyís management, compensation consultants and outside advisors, promoting open and constructive discussions between members of the committee and each of these parties.

Information Flow

The Chair shall promote the proper flow of information to the Committee to keep the Committee fully apprised of all matters which are material to the Company at all times.

Meetings of the Committee

In connection with meetings of the Committee, the Chair shall be responsible for:

1. scheduling meetings of the Committee;

2. organizing and presenting the agenda for Committee meetings such that:

a. all of the responsibilities assigned to the Committee under the terms of its Charter are discharged on a timely and diligent basis; and

b. members of the Committee have input into the agendas;

3. monitoring the adequacy of materials provided to the Committee by management in connection with the Committeeís deliberations;

4. ensuring that the Committee has sufficient time to review the materials provided to it and to fully discuss the business that comes before the Committee;

5. presiding over meetings of the Committee; and

6. presiding over in camera meetings of the Committee.

Reporting to the Board

The Chair shall report to the Board on the activities of the Committee as contemplated in the Committeeís Charter.

Other Responsibilities

On an annual basis, the Chair shall follow the process established by the Board for assessing the performance of the Committee.

The Chair shall perform such other functions:

- as may be ancillary to the duties and responsibilities described above; and

- as may be delegated to the Chair by the Committee or the Board from time to time.

Charter Review

The Committee shall review and assess the adequacy of this Charter annually and Recommend to the Board any changes it deems appropriate.

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