The Corporate Governance Committee (the "Committee") is a standing committee of the Board of Directors. The primary function of the Committee is to assist the Board of Directors in developing the Corporation's approach to corporate governance issues.
STRUCTURE AND OPERATIONS
The Committee shall be comprised of three or more members of the Board of Directors, each of whom is determined by the Board of Directors to be "independent" in accordance with proposed Multilateral Policy 58-201 - Effective Corporate Governance, as amended. No member of the Committee shall be an officer or employee of the Corporation, or of any affiliate of the Corporation.
The members of the Committee shall be annually appointed by the Board of Directors and shall serve until such member's successor is duly elected and qualified or until such member's earlier resignation or removal. The members of the Committee may be removed, with or without cause, by a majority of the Board of Directors.
Unless a Chair is elected by the full Board of Directors, the members of the Committee shall designate a Chair by the majority vote of the full Committee membership. The Chair shall be entitled to vote to resolve any ties. The Chair will chair all regular sessions of the Committee and set the agendas for Committee meetings.
In fulfilling its responsibilities, the Committee may assign tasks to a subcommittee of the Committee.
The majority of the members of the Committee shall at all times be persons resident in Canada.
The Committee shall meet as frequently as the circumstances dictate. The Chairman of the Board of Directors, or the Chairman of the Committee, or any two members of the committee may call meetings of the Committee.
The Committee may invite to its meetings any directors of the Corporation, management of the Corporation and such other persons as it deems appropriate in order to carry out its responsibilities. The Committee may exclude from its meetings any persons it deems appropriate in order to carry out its responsibilities.
A majority of the Committee members, but not less than two, will constitute a quorum, A majority of members present at any meeting at which a quorum is present may act on behalf of the Committee. The Committee may meet by telephone or videoconference and may take action by unanimous written consent with respect to matters that may be acted upon without a formal meeting.
The Chair of the Committee may designate a person who need not be a member thereof to act as Secretary, who shall record the proceedings of the meetings. The agenda of each meeting will be prepared by the Chair or by the Secretary and, whenever reasonably practicable, circulated to each member prior to each meeting. The Committee shall maintain minutes or other records of meetings and activities of the Committee.
RESPONSIBILITIES, DUTIES, AUTHORITY
The following functions shall be the common recurring activities of the Committee in carrying out its responsibilities outlined in Section I of this Charter. These functions should serve as a guide with the understanding that the Committee may carry out additional functions and adopt additional policies and procedures as may be appropriate in light of changing business, legislative, regulatory, legal or other conditions. The Committee shall also carry out any other responsibilities and duties delegated to it by the Board of Directors from time to time related to the purposes of the Committee outlined in Section I of this Charter.
In discharging its oversight role, the Committee is empowered to study or investigate any matter of interest or concern that the Committee deems appropriate and shall have the sole authority to retain outside counsel or other experts for this purpose. This includes the authority to approve the fees payable to such counsel or experts and any other terms of retention. The committee shall make recommendations to the Board. Any material action recommended by the Committee shall be subject to Board approval.
The Committee, shall, at such times as the Committee deems appropriate, consider the adequacy of the Memorandum and Articles of the Corporation and recommend to the Board of Directors, as conditions dictate, that it propose amendments to the Memorandum and Articles.
Corporate Governance Principles
The Committee shall be responsible for developing the Corporation's approach to corporate governance issues, recommend a set of corporate governance principles and keep abreast of current developments with regard to corporate governance to enable the Committee to make such recommendations to the Board of Directors in light of such developments as may be appropriate.
Reports to the Board of Directors
Reports and Recommendations
In addition to such specific reports and recommendations provided elsewhere in this Charter, the Committee shall report regularly to the Board of Directors following meetings of the Committee. With respect to such other matters as are relevant to the Committee's discharge of its responsibilities; the Committee may provide such recommendation as the Committee may deem appropriate. The report to the Board of Directors may take the form of an oral report by the Chair or any other member of the Committee designated by the corporate governance committee to make such report.
The Committee may consider questions of independence and possible conflicts of interest of members of the Board of Directors.
The Committee shall perform such other duties and exercise such powers as may form time to time be assigned to or vested in the Committee by the Board of Directors, and such other functions as may be required of the Committee by law, regulations or applicable stock exchange rules.
ANNUAL PERFORMANCE REVIEW
The Committee shall perform a review and evaluation of the performance of the Committee and its members, including a review of the compliance of the Committee with this Charter. In addition, the Committee shall evaluate the adequacy of this Charter and recommend any proposed changes to the Board of Directors.
This Charter will be included on the Company's web-site and will be made available upon request sent to the Company's Corporate Secretary. The Company's annual report to shareholders will state that this Charter is available on the Company's web-site and will be available upon request sent to the Company's Corporate Secretary.