The Board Committees are responsible for the management of the Company. The Directors are committed to maintaining high standards of corporate governance and the Directors intend, so far as practicable given the Company's size and the constitution of the Board, to comply with National Policy 58-201 — Corporate Governance Guidelines. The Company also complies with the corporate governance regime established by the Canadian Business Corporations Act (CBCA). There are three Board Committees: an Audit Committee, a Remuneration Committee, and a Corporate Governance/Nominating Committee, each of which will have duties and responsibilities delegated by the Board.

AUDIT COMMITTEE

The Audit committee will consider the terms of the engagement and appointments of the Company's external advisors, including amongst other duties, their remuneration, the scope of their engagement and any recommendations to the Board. The audit committee will have access to the Company's Auditor. It will be responsible for ensuring that the financial performance of the Company is properly reported and monitored.

Members of the Audit Committee Include:

Eric Demirian - Chair

David Roberts

Nizar J. Somji

REMUNERATION COMMITTEE

The Remuneration committee will, among other things make recommendations to the Board ensuring that the executive directors and other key employees are fairly rewarded for their overall contribution and performance and demonstrate to the shareholders of the Company that such remuneration is set by a committee whose members have no personal interest in the outcome of the decisions of the committee and who have regard to the interests of the Company, articulate our legal obligations, and those of our affiliates and their respective directors, officers and employees with respect to confidential information.

Members of the Remuneration Committee Include:

Nizar J. Somji - Chair

Eric Demirian

David Roberts

John Wilson

CORPORATE GOVERNANCE / NOMINATING COMMITTEE

The Governance/Nominating committee will, amongst other things, regularly review the structure, size and composition of the Board and they shall give full consideration to succession planning by identifying and nominating for approval candidates to fill board vacancies by evaluating their skills, knowledge and experience.

The committee also develops our approach to corporate governance issues, advises the Board in filling vacancies on the Board and periodically reviews the composition and effectiveness of the Board and the contribution of individual directors. The governance committee also supervises our written corporate disclosure and insider trading policies. Among other things, these policies:

  • articulate our legal obligations, and those of our affiliates and their respective directors, officers and employees with respect to confidential information;
  • identify spokespersons who are authorized to communicate with third parties such as analysts, the media and investors on our behalf;
  • provide guidelines on the disclosure of forward looking information;
  • require advance review by senior representatives of any disclosure of financial information to seek to ensure that the information is not material, and to seek to ensure that selective disclosure of material information does not occur, and that if it does occur, a news release is issued promptly; and
  • establish "black-out" periods immediately prior to and following the disclosure of quarterly and annual financial results during which our directors, officers and certain other persons may not purchase or sell Common Shares in the market.

Members of the Remuneration Committee Include:

John Wilson - Chair

David Roberts

Nizar J. Somji