Corporate Governance & Nominating

The Corporate Governance and Nominating Committee has the responsibility to review the business and affairs of the Corporation and the Board of Directors with the objectives of: (i) implementing good corporate governance practices; and (ii) ensuring the members of the Board of Directors are discharging their responsibilities in a manner which enhances Shareholder value.

COMPOSITION

The Committee shall be comprised of at least three independent directors. Members of the Committee shall be appointed annually, following the annual general meeting of the Corporation.

MEETINGS

The Committee shall meet at least two times yearly, and as deemed necessary in order to carry its duties effectively. The Committee shall also retain independent advice, if necessary, with prior approval of the Board.

DUTIES AND RESPONSIBILITIES

In carrying out its responsibilities, the Committee shall:

1. Review the performance of the corporate governance practices of the Corporation and recommend changes to the Board, from time to time.
2. Review the Committee Charter annually and recommend changes when necessary.
3. Assess and make recommendations as to the size, composition and effectiveness of the Board.
4. In consultation with the Chairman of the Board and the President and Chief Executive Officer, recommend nominees for election to the Board to enhance or acquire the desired skills necessary to ensure good corporate governance and maximize Board effectiveness.
5. Implement a self evaluation process for the Board and periodically review the contribution of individual directors on an annual basis prior to the appointment or reappointment of directors by the Shareholders at the annual general meeting.
6. Implement an evaluation process to assess the effectiveness of Board Committees and make annual recommendations on Committee make-up.
7. Review annually each director’s continuation on the Board.
8. Implement an evaluation process to assess the effectiveness of the Chief Executive Officer.
9. Review and monitor the orientation of new directors and the ongoing development of Board members.
10. Review the Board corporate governance annually to ensure that procedures, charters, policies and protocols by which the Board abides conform with the Corporation’s by-laws and applicable laws and regulations.
11. Review disclosure relating to the Corporate Governance and Nominating Committee in any relevant continuous disclosure documents of the Corporation.
12. Generally ensure that all actions necessary have been taken to achieve good corporate governance.
13. Review annually director compensation and recommend to Board of Directors.
14. Review available public corporate governance benchmarking surveys.

ACCOUNTABILITY

The Committee Chairman shall present a verbal or written report regarding the Committee meetings/discussions at scheduled meetings of the Board.

TIMETABLE

The Committee’s work schedules shall be as attached but may be amended, from time to time, by the Chairman of the Committee.

ANNUAL WORK PLAN

	J	F	M	A	M	J	J	A	S	O	N	D
Board composition review
Recommendation of Nominees	(as needed)
Review Corporate Governance disclosure in Information Circular/Annual Report
Recommend Committee Membership and Committee Chair to the Board
Review Orientation Program for New Directors
Conduct Board Evaluation (and individual director evaluations as required) [hand out at October strategy session]
Annually review each director’s continuation on the Board
Conduct CEO review (CEO to complete self-assessment and return completed form to Chairman)
Distribute CEO Assessment form to Board
Committee to conduct CEO Review and recommendation to Comp. Committee and Board
Review Committee Charter and Work Plan
Review director compensation
Review available public corporate governance benchmarking surveys