The objective of this corporate governance policy is to set out a governance policy that the Company's board of directors and senior management should adopt and follow. Set forth below are guidelines for the Company's approach to governance including the constitution and independence of the board of directors, the functions to be performed by the board and its committees, and the effectiveness of the administration of board members.


The board of directors of the Company has overall responsibility for the stewardship of the Company, including responsibility for:

  1. Adoption of a strategic planning process and approval and review, on at least an annual basis, of a strategic plan which takes into account, among other things, the opportunities and risks of the Company's business;
  2. identification of the principal risks of the Company's business and ensuring the implementation of appropriate systems to manage these risks;
  3. succession planning, including appointing, training and monitoring senior management in general and the CEO in particular;
  4. communication policies for the Company, which policies should (i) address how the Company interacts with analysts, investors, other key stakeholders and the public; (ii) contain measures for the Company to comply with its continuous and timely disclosure obligations and to avoid selective disclosure; and (iii) be reviewed at least annually;
  5. the integrity of the Company's internal control and management information systems;
  6. developing the Company's approach to corporate governance issues; and
  7. assessing the effectiveness of the Board, the recruitment of new directors and the provision of orientation and education programs for new directors.

Strategic Planning

Senior management of the Company must develop long-term strategies with respect to the Company's operations to be adopted by the board of directors. The strategies are to be reviewed and updated not less than annually and otherwise as reasonably required. Included in the development of these long-term strategies will be annual strategic, operating and capital plans. The strategic plan is to take into account, among other things, the opportunities and risks of the Company's business.

Identification and Management of Risks

The board of directors has the responsibility to identify the principal risks of the Company's business and must, with management, establish systems and procedures to ensure that these risks are monitored. These systems and procedures must include the effective management of the Company's assets and financial resources, and must ensure compliance with all regulatory obligations.

Supervision and Succession of Management

The board of directors is responsible for the supervision of senior management to ensure that the operations of the Company are conducted in accordance with objectives set by the board. The board must approve all appointments of senior management and, as part of the Company's planning process, review and discuss succession planning for senior management positions.

Corporate Disclosure Policy

The Corporate Disclosure Policy of the Company is attached as Appendix A. Following it will ensure that all material issues relating to the Company are communicated to shareholders and other stakeholders adequately. It includes provisions regarding the release of annual and quarterly reports and press releases.

In addition to annual general meetings, meetings will be held from time to time in each year between management and various investors, investment analysts, credit rating agencies and financial institutions. Selective disclosure to investors and investment analysts is generally not permitted and the Corporate Disclosure Policy contains measures to ensure this does not occur.

The Corporate Disclosure Policy must be reviewed annually by the board.

Internal Control

The board of directors, through the Audit Committee, is responsible for the integrity of the internal control and management information systems of the Company. The duties of the Audit Committee are discussed below.

Securities Trading Policy

The Securities Trading Policy of the Company is attached as Appendix B. It sets out Blackout Periods during which trading in securities of the Company is prohibited.

Outside Advisors

An individual director may engage an outside advisor at the expense of the Company in appropriate circumstances and subject to approval of the Board of Directors.

Independence of the Board

In order to ensure that the board of directors can function independently of management, it must:

  1. appoint a chair of the board who is not a member of management who will have responsibility to ensure the board discharges its responsibilities; or
  2. assign this responsibility to an outside director known as the lead director.

The chair or lead director should ensure that the board:

  1. understands the boundaries between the board and management responsibilities;
  2. addresses its responsibilities under this Corporate Governance Policy; and
  3. meets on a regular basis without management present.


The board of directors of the Company must

  1. examine the size of the board with a view to determining the impact of the number of directors upon the effectiveness of the board;
  2. determine the status of each director as a related or unrelated director , based on each director's relationship with the Company; and
  3. take steps to ensure that at least two of the directors and, to the extent practicable, a majority of the directors, qualify as unrelated directors and that a number of directors are appointed who do not have interests in or relationships with either the Company or a significant shareholder and which fairly reflects the investment in the Company by shareholders other than a significant shareholder.

The board must disclose annually whether or not the board has a majority of unrelated directors or whether the board is constituted with the appropriate number of directors who are not related to the Company or a significant shareholder. It must also disclose annually the analysis of the application of the principles it used in supporting its conclusion.


The board of directors of the Company appoints the three standing committees of the board described below, and it may appoint other committees as needed.

The Corporation's corporate governance practices should require that committees of the board of directors generally be composed of both a majority of outside directors3 and a majority of unrelated directors.

Audit Committee

The Audit Committee must be comprised entirely of unrelated directors who are financially literate4, and at least one member must have accounting or related financial expertise5.

The Audit Committee is responsible for:

  1. reviewing the Company's annual financial statements and making recommendations as to approval of such statements by the board of directors;
  2. approving the quarterly financial statements of the Company before publication;
  3. establishing the independence of the external auditor; and
  4. overseeing management reporting on internal control (while it is management's responsibility to design and implement an effective system of internal control, it is the responsibility of the Audit Committee to ensure that management has done so).

The Audit Committee Charter is attached as Appendix C.

Nominating Committee

The responsibilities of the Nominating Committee are as follows:

  1. Identify individuals qualified to become directors on the Board of the Company or any of its committees, consistent with criteria approved by the Board, and to select, or to recommend that the Board select, such director nominees, whether at the next annual meeting of the shareholders or otherwise.
  2. Periodically evaluate the qualifications and independence of each director on the Board or its various committees and recommend to the Board, as the Committee may deem appropriate, any recommended changes in the composition of the Board or any of its committees.
  3. Develop and recommend to the Board corporate governance principles applicable to the Company.
  4. Annually assess the performance of the Board.
  5. Take such other actions within the scope of the Nominating Committee's charter as the Board may assign to the Committee from time to time or as the Committee deems necessary or appropriate.

Compensation Committee

The responsibilities of the Compensation Committee are to review the adequacy and form of compensation of senior management, directors and members of the committees of the board, and to supervise the administration of the Company's employee stock option plans.


The Nominating Committee of the board is responsible for the recruitment and evaluation of nominees to the board of directors, including management nominees. The Nominating Committee must determine, in light of the opportunities and risks facing the Company, what competencies, skills and personal qualities should be sought in new board members in order to add value to the Company. The results of such a discussion will provide a framework for the Nominating Committee in identifying and proposing new nominees.

The Nominating Committee is responsible for ensuring that the prospective candidates for new directors understand the role of the board, the role of the committees of the board and the contribution individual directors are expected to make including, in particular, the commitment of time and energy that the Company expects of its directors.

The Nominating Committee is also responsible for annually assessing the effectiveness of the board, committees and contributions of individual directors. The board must approve the process to be carried out for such assessments.

The adequacy and form of remuneration of the directors is reviewed annually by the board, in consultation with the Compensation Committee, to ensure that it reflects the responsibilities and risks involved in being a director.


To the extent permitted under governing law, the board may delegate to senior management or to a committee of the board its responsibilities, but it must maintain policies with respect to matters that cannot be delegated and that require prior approval of the board of directors. These policies, and the understanding between management and the board through previous board practice and accepted legal practice, will require that the Company's annual strategic, operating and capital plans, significant capital expenditures, the granting of stock options, the hiring of senior officers who report directly to the Chief Executive Officer, compensation payable to senior officers and all transactions or other matters of a material nature must be presented by management for approval by the board.


In addition to the information provided to shareholders in connection with the annual general meeting of shareholders and the continuous disclosure requirements of securities regulatory authorities, the Company must maintain a policy of ongoing communication with investors and representatives of the investment community. Inquiries by shareholders should be directed to and dealt with by the Chief Executive Officer.


The board of directors must determine its expectations of senior management and ensure that senior management understands these expectations. The board must approve the corporate objectives which the Chief Executive Officer is responsible for meeting and assess the Chief Executive Officer against these objectives.

As part of the ongoing process of monitoring the performance of management, the board must receive operational updates on each business unit of the Company at each board meeting. These updates will compare actual performance to the Company's annual forecast and include discussion of all significant variances from the forecast.


The Chief Executive Officer and Chief Financial Officer of the Company shall certify the accuracy of the financial statements of the Company from time to time as required by applicable securities regulations.

Appendix A
Appendix B
Appendix C

1 An unrelated director is a director who is: (a) not a member of management and is free from any interest and any business, family or other relationship which could reasonably be perceived to materially interfere with the director's ability to act with a view to the best interests of the issuer, other than interests and relationships arising solely from holdings in the issuer, (b) not currently, or has not been within the last three years, an officer, employee of or material service provider to the issuer or any of its subsidiaries or affiliates; and (c) not a director (or similarly situated individual) officer, employee or significant shareholder of an entity that has a material business relationship with the issuer. The chair or a vice chair of the board of directors, if he or she is not a member of management, will not be considered to be a related director.

2 A significant shareholder is a shareholder (alone, or jointly or in concert with another shareholder) able to exercise a majority of the votes for the election of the board of directors.

3 An outside director is a director who is not an employee or officer of the Corporation.

4 Financial literacy means the ability to read and understand a balance sheet, an income statement and a cash flow statement.

5 Accounting or related financial expertise means the ability to analyze and interpret a full set of financial statements, including the notes attached thereto, in accordance with generally accepted accounting principles