Corporate Governance

Statement of Corporate Governance Practices

The Company is committed to the highest practical standards of Corporate Governance, and to meeting or exceeding the standards set by the TSX Venture Exchange article and Canadian securities regulators. The Company has the following committee’s:

Audit Committee: The Audit Committee is comprised of Messrs. Morda (Chairman), Reda, and Giuffre, all of whom are independent directors and “financially literate”, meaning that they are able to read and understand financial statements and to understand the breadth and complexity of the issues that can reasonably be expected to be raised by the Company’s financial statements. Mr. Morda, Chairman of the Audit Committee, has an accounting designation and numerous years of related financial management expertise. The Audit Committee must consist of not less than three Directors as determined by the Board, all of whom qualify as independent directors and who are free from any relationship that would interfere with the exercise of their independent judgment as members of the Audit Committee.

The primary function of the Audit Committee is to assist the Board in fulfilling its financial oversight responsibilities by reviewing the financial reports and other financial information provided by the Company to regulatory authorities and shareholders, the Company’s systems of internal controls regarding finance and accounting and the Company’s auditing, accounting and financial reporting processes. The Audit Committee is also responsible for monitoring compliance with applicable laws and regulations and the systems of internal controls. The Audit Committee has the authority to retain special legal, accounting or other consultants to advise the Audit Committee. The Audit Committee may request any director, officer or employee of the Company, or the Company’s outside counsel or independent auditor, to attend a meeting of the Audit Committee or to meet with any members of, or consultants to, the Audit Committee. The Board has adopted an Audit Committee Charter.

Corporate Governance Committee: The members of the Corporate Governance Committee are Messrs. Berry and McDonald. Mr. Berry is an independent director of the Company. The Governance Committee assists the Board in fulfilling its responsibilities with respect to corporate governance standards, policies and practices. The Governance Committee identifies corporate governance standards and practices applicable to the Company and monitors new developments in corporate governance, and makes recommendations to the Board periodically. The Governance Committee assists the Board in reviewing and approving the disclosure with respect to corporate governance practices required to be included in the regulatory filings and the annual management information circular of the Company based on advice from legal and accounting advisors and assists the Board in reviewing and approving any other corporate governance practices disclosure before it is publicly disclosed by the Company based on advice from legal and accounting advisors.

Nominating and Compensation Committee: The members of the Nominating Committee are Messrs. McDonald, Berry and Giuffre. Messrs. Berry and Giuffre are independent driectors. This committee is responsible for assisting the Board in fulfilling its responsibilities with respect to the composition and operation of the Board and Board committees and the appointment of the CEO of the Company. Once a decision has been made to add or replace a director, the task of identifying new candidates falls on the Board and management. Proposals are put forth by the Board and management and considered and discussed. If a candidate looks promising, the Board and management will conduct due diligence on the candidate and if the results are satisfactory, the candidate is invited to join the Board.

The CEO’s compensation is determined by the Board (excluding the CEO), based on the recommendation of the Compensation Committee of the Board formed to conduct research into compensation matters and make a recommendation to the Board. Compensation for Board members is determined by the Board as a whole and in accordance with industry norms.


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