Audit Committee Charter

The Audit Committee is responsible for:

• monitoring the company's systems and procedures for financial reporting and internal controls;
• reviewing all public disclosure documents and monitoring the performance of the company's external and internal auditors;
• reviewing the company's quarterly and annual financial statements and management's financial analysis and review of operations prior to approval by the full board of directors and release to the public;
• recommending to board the firm of chartered accountants to be nominated for appointment as the company's external auditor; and
• approving the assignment of any permitted non-audit work to be performed by the external auditor.

Governance, Nominating and Compensation Committee Charter

The Governance, Nominating and Compensation Committee is responsible for, in consultation with the Chairman:

• reviewing the effectiveness of the board's operations and its relations with management;
• assessing the performance of the board, board committees and individual directors;
• reviewing and recommending directors' compensation;
• reviewing the credentials of potential candidates for election or appointment to the board; and
• recommending nominees for board membership to the shareholders for election at the company's annual meeting of shareholders;
• reviewing and reporting to the board on management resource planning, including succession planning and proposed senior management appointments; the job descriptions and annual objectives of its senior executives; the form of executive compensation in general;
• reviewing the performance of senior management against written objectives; and
• reviewing the levels of compensation of the Chief Executive Officer and other senior executives.