Corporate Governance

STATEMENT OF CORPORATE GOVERNANCE PRACTICES

Effective June 2005, National Policy 58-201 – Corporate Governance Guidelines set out an amended series of guidelines for effective corporate governance. The guidelines address matters such as the constitution and independence of corporate boards, the function to be performed by boards and their committees and the effectiveness of their board members. National Instrument 58-101 - Disclosure of Corporate Governance Practices ("NI-58-101") requires the disclosure by each listed corporation of its approach to corporate governance with reference to the guidelines, as it is recognized that the unique characteristics of individual corporations will result in varying degrees of compliance.

The Board of Directors

The Board is responsible for overseeing the management of the Company and the conduct of the Company’s affairs generally. The Company’s current Board of directors was elected at the Annual and Special Meeting of Shareholders held on June 29, 2010.  Five of the six directors are independent of the Company.

NI 58-101 defines an "independent director" as a director who has no direct or indirect material relationship with the Company. A "material relationship" is defined as a relationship which, in the view of the Board, could be reasonably expected to interfere with such member's independent judgment.

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