Charter of the Governance, Compensation and Nominating Committee

Composition

Chairman

Removal and Vacancies

Tenure

Notice of Meetings

1. The Chairman of the Committee may call meetings of the Committee periodically and will do so at the request of any two Committee members.
2. The Committee will have the right to require the attendance of any member of management of the Company at meetings of the Committee.
3. The Committee will have the right to invite any person to attend meetings of the Committee
4. Notice of the time and place of each meeting of the Committee will be given to each member by telephone not less than 48 hours before the time of the meeting or by written notice not less than four days before the day of the meeting, and, subject to the requirements of applicable law, need not specify the purpose of or the business to be transacted at the meeting. Meetings of the Committee may be held at any time without notice if all the members have waived or are deemed to have waived notice of the meeting.

Times and Places of Meetings

Quorum

Minutes of Meetings

Remuneration

Duties and Responsibilities of the Committee

• Review the recruitment, appointment and termination of the Senior Management Group.
• Ensure that the Senior Management Group is sound, focused and capable of successfully managing the Company.
• Monitor and assess the performance of the Senior Management Group, and ensure that the results are discussed by the Board.
• Review the annual salary of the President and CEO, and either delegate to the President and CEO or review as a Committee, bonus, pension, severance and termination arrangements, and other benefits, direct and indirect, of the Senior Management Group.
• Review the Company’s policies relating to the Senior Management Group prerequisites.
• Review the Senior Management Group’s employment agreements.
• Review retention programs for the Company’s Senior Management Group.
• Confirm that management succession planning processes are carried out and that results are discussed by the full Board.
• Develop or approve performance indicators and corporate objectives which the President and CEO is responsible for meeting in the upcoming year in order to provide a monitoring benchmark, and assess the performance of the President and CEO annually as against that benchmark.
• Review the adequacy and form of compensation of the Board and members of Board Committees in light of the responsibilities and risks involved in being a Director and/or a Chairman.
• Approve the executive compensation section in the Company’s information circular.
• Review annual compensation and expense policy and benefit programs.
• Review pay equity and employment equity policies.
• Review recommendations concerning the operation of any employee share purchase plan, including recommendations as to entitlement, terms, price and all other matters related to that plan.
• Review recommendations concerning the operation of any share option plan or similar incentive plan, including recommendations as to entitlement, vesting, price, incentive targets and all other matters relating to that plan.
• Subject to any express restriction or policy established by the Board, and subject to confirmation by the Board, grant options pursuant to any share option plan.
• Review recommendations concerning the operation of any Directors’ and officers’ compensation plan, including recommendations as to entitlement, price and all other matters related to that plan.
• Review recommendations concerning the operation of any profit or bonus participation plan, including recommendations as to entitlement, terms, price and all other matters related to that plan.

• Develop and enforce policy in the area of corporate governance and the practices of the Board in light of the Company’s particular circumstances, the changing needs of investors and the Company, and changes in corporate governance guidelines.
• Prepare and recommend to the Board annually a Statement of Corporate Governance Practices to be included in the Company’s annual report or information circular and ensure that such disclosure is complete and provided in accordance with the regulatory requirements.
• Monitor developments in the area of corporate governance and the practices of the Board and advise the Board accordingly.
• Review, on a periodic basis, the size of the Board and Board Committees and make appropriate recommendations to the Board.
• Review on a periodic basis, the composition of the Board and Board Committees and make appropriate recommendations to the Board.
• Adopt a process for determining what competencies and skills the Board as a whole should have, and apply this result to the recruitment process for new directors.
• Identify individuals qualified to become new Board members and recommend to the Board the new director nominees for the next annual meeting of shareholders.
• In making its recommendations, the Committee should consider:
  1. the competencies and skills that the Board considers to be necessary for the Board, as a whole, to possess;
  2. the competencies and skills that the Board considers each existing director to possess; and
  3. the competencies and skills each new nominee will bring to the boardroom.
• Recognize that shareholding by Directors is appropriate in aligning Director and shareholder interests.
• Assume responsibility for nominating matters, including identifying and reporting to the Board with respect to appropriate candidates for nomination to the Board, recognizing that:
  1. Board composition must comply with the requirements of the TSX, and the Board should annually disclose whether it complies with these requirements and provide an analysis of the relevant TSX principles in support of this conclusion;
  2. the full Board should engage in a disciplined process to determine, in light of the opportunities and risks facing the Company, what competencies, skills and personal qualities it should seek in new Board members in order to add value to the Company, and the results of such discussion should provide a framework for the Committee in developing a list of candidates;
  3. the Committee should actively look beyond traditional sources in seeking out men and women with the right mix of experience and competencies to serve as directors;
  4. the Committee should ensure that prospective candidates fully understand the role of the Board and the contribution they are expected to make, including in particular the commitment of time and energy that the Company expects of its Directors; and
  5. the desirability of providing for a strong Chairman should be a consideration in recruiting new board members;
• Annually review credentials of existing Board members to assess suitability for re-election.
• Establish procedures for, and approve and ensure provision of, an appropriate orientation and education program for new recruits to the Board and continuing education for Board members.
• Develop, implement and maintain appropriate policies with respect to disclosure, confidentiality and insider trading.
• Consider and, if thought fit, approve requests from individual Directors or Board Committees for an engagement of special outside advisors at the expense of the Company.
• Recommend procedures to permit the Board to meet on a regular basis without management present.

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