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

CORPORATE GOVERNANCE GUIDELINES

1. BOARD RESPONSIBILITIES

The Board is responsible for supervising the management of the Companyís business and affairs and includes responsibility for stewardship of the Company. The Board discharges its responsibilities pursuant to a written charter, which is posted on the Companyís website.

2. SHAREHOLDER VOTING

2.1 Voting for Individual Directors

At each annual meeting of the shareholders, the Company submits to its shareholders the name of each candidate being recommended by the Board for election by the shareholders. Shareholders are asked to vote (or withhold from voting) on each individual director (rather than on a slate of directors).

3. DIRECTOR STANDARDS

3.1 Independence

The Board shall include Directors who satisfy the applicable tests of independence, such that the Board complies with all independence requirements under applicable corporate and securities laws and all stock exchange requirements applicable to it.

3.2 Qualifications

The Board seeks to recommend to the Companyís shareholders, for election to the Board, individuals who possess the following competencies and characteristics:

- proven track record of sound business judgment and good business decisions

- demonstrated integrity and high ethical standards

- financial literacy

- appropriate knowledge of business and industry issues

- specific knowledge and experience to support the development and /or implementation of business strategy

- communication and influencing skills

- ability to contribute to the Boardís effectiveness and performance

- availability for Board and committee work

3.3 Membership on Other Boards

Directors are expected to devote the time and attention to the Companyís business and affairs necessary to discharge their duties as Directors effectively. Subject to this requirement, the Directors shall not be subject to any restrictions with respect to their activities outside of their relationship with the Company, including their service as directors of other corporations or charitable organizations.

3.4 Terms in Office and Retirement

Directors shall be elected at the annual meeting of shareholders for a one-year term, to serve until the next annual meeting of shareholders or until their successors are elected or appointed. There is no limit on the number of terms a Director may serve.

When a Director first takes office, the Company expects 9with the concurrence of the Director) that the Director will be prepared to serve for no fewer than four successive terms. This does not mean that the Board will be obliged to continue to nominate that Director for consideration by the shareholders each year or that the Director is obliged to continue to stand for election each year. This mutual expectation is intended to encourage individual Directors and the Company to invest the time necessary to allow Directors to develop and contribute most effectively to the work of the Board.

4. EXPECTATIONS FOR DIRECTORS

The Board has developed a Statement of Expectations for Directors, setting out how the Board expects that its members will go about discharging their duties and responsibilities as Directors. This Statement of Expectations is used in identifying suitable candidates for nomination for election by the Companyís shareholders and in assessing the performance of the Board, its committees and individual directors on an annual basis. The Statement of Expectations for Directors is posted on the Companyís website.

5. FUNCTIONING OF THE BOARD

5.1 Size

The Companyís articles of incorporation allow for a minimum of three and a maximum of ten Directors. The shareholders have the authority to set the size of the Board from time to time, but may empower the Board to do so. The size of the Board shall be such that it allows for a balance of skills and experience necessary for the Board to discharge its oversight responsibility effectively.

5.2 Chairperson

The Board shall appoint the Chairperson or Chair of the Board on an annual basis. The Board shall maintain a position description for the Chair.

5.3 In Camera Sessions

As part of every scheduled meeting of the Board,

- The Directors meet in the absence of management, such sessions to chaired by the Chairperson,

- The independent Directors meet in the absence of management and any Directors who are not independent, sessions to be chaired by the Chair of the Nominating and Corporate Governance Committee.

5.4 Committees of the Board

The Board maintains and Audit Committee, a Nominating and Corporate Governance Committee and a Compensation Committee (or a combined Nominating, Corporate Governance and Compensation Committee) each having a charter and composition that is consistent with the requirements of relevant securities regulatory authorities and stock exchanges. The Nomination and Corporate Governance Committee and the Board reviews the mandates and composition of each Committee of the Board on an annual basis.

5.5 Information Needs

Directors must devote the necessary time and attention to be able to make informed decisions on issues that come before the Board. While Management will use its best efforts to provide Directors with all of the information they need n order to discharge their responsibilities, Directors have a responsibility to ask for all the information they believe necessary to make an informed decision.

Directors are expected to be generally knowledgeable of the Companyís products and operations and the industry within which it operates. Management will provide them with information to stay informed and keep abreast of the business affairs and developments of the Company. Directors must also maintain an understanding or he regulatory, legislative, business, social and political environments with which the Company operates.

6. BOARDíS RELATIONSHIP WITH MANAGEMENT

6.1 Chief Executive Officer

Each year, the Board approve corporate goals and objective relevant to CEO compensation and shall evaluate the CEOís performance in light of those goals and objectives.

The Compensation Committee reviews succession planning for the CEO and establishes policies and principles for CEO selection.

The CEO is expected to hold securities of the Company having a market value at least equal to the CEOís then applicable base salary. A CEO shall acquire such number of shares not later than the third anniversary of his or her appointment as CEO.

6.2 Directors Access to Executives

Directors may deal directly with members of the Companyís management team as they consider appropriate. Each Director shall use his or her judgment to ensure that his or her dealings with members of the management team are not unduly disruptive to the day-to-day operation of the Companyís business and shall, to the extent appropriate, coordinate such dealings through the Companyís Secretary or Office Manager.

Direct reports to the CEO (and other members of management as appropriate) shall make presentations to the Board as appropriate and shall attend the Companyís dinners and retreats as appropriate to enable Directors to become acquainted with the Companyís management team.

In addition to attending meetings and keeping abreast of developments of significance to the Company, each Director shall be available as a resource to Management.

7. DIRECTORS ACCESS TO OUTSIDE ADVISORS

Each Director shall have the authority to retain external advisors with the approval of the Chair of the Nominating and Corporate Governance Committee. Fees and expenses relating to the retention of such advisors shall be pre-approved but e Chair of the Nominating and Corporate Governance Committee and paid by the Company.

8. DIRECTOR COMPENSATION

The mandate of the Compensation Committee requires it to review annually, and make recommendations to the Board regarding, the compensation of the members of the Board.

Directors who are members of the Companyís management team shall not receive additional compensation for their services as Directors.

9. DIRECTOR ORIENTATION AND CONTINUING EDUCATION

New Directors are oriented to the business and affairs of the Company through discussions with Management and other Directors and by periodic presentations to from senior management on major business, industry and competitive issues.

Management and outside advisors provide information and education sessions to the Board and its Committees as necessary to keep the Directors up-to-date with the Company, its business and the environment in which it operates as well as with developments in the responsibilities of Directors.

Directors may attend outside conferences and seminars that are relevant to their role at the Companyís expense, with the approval of the Chairperson.

10. ANNUAL PERFORMANCE EVALUATION OF THE BOARD

The Nominating and Corporate Governance Committee of the Board has responsibility for developing and recommending to the Board a process for assessing the effectiveness of the Board as a whole, the committees of the Board and the contribution of individual Directors, including the Chair of the Board. The Nominating and Corporate Governance Committee is responsible for overseeing the execution of the assessment process approved by the Board.