I. CORPORATE GOVERNANCE COMMITTEE PURPOSE

The Corporate Governance Committee (the "Committee") of the Corporation will act on behalf of and subject to the direction of the Board of Directors (the "Board") of the Corporation in all matters pertaining to the oversight of the general corporate governance initiatives of the Corporation and any other business entity controlled in fact by the Corporation (each an "affiliate").

II. CORPORATE GOVERNANCE COMMITTEE COMPOSITION

At the first meeting of the Board after the annual meeting of the shareholders of the Corporation, the Board will appoint no fewer than three Directors to the Committee, a majority of whom must be independent. The Committee shall designate the Chair of the Committee annually from amongst its members.

Any member of the Committee may be removed and replaced at any time by the Board and will automatically cease to be a member of the Committee as soon as such member ceases to be a Director. The Board may fill vacancies in the Committee by election from among the members of the Board. If and whenever a vacancy exists on the Committee, the remaining members may exercise all its powers so long as a quorum remains in office.

Subject to the paragraph above, each member of the Committee will hold office until the next annual meeting of shareholders of the Corporation after his or her election.

III. RELIANCE ON EXPERTS

The Committee shall have the authority to engage independent counsel and other advisors as it determines necessary to carry out its duties and to set and pay the compensation for any advisors engaged by it. In so doing, each member of the Committee shall be entitled to rely in good faith upon any report of a lawyer, accountant, engineer, appraiser or other person whose profession lends credibility to a statement made by any such person.

IV. REMUNERATION

The members of the Committee shall be entitled to receive such remuneration for acting as members of the Committee as the Board may from time to time determine.

V. LIMITATIONS ON CORPORATE GOVERNANCE COMMITTEE'S DUTIES

In contributing to the Committee’s discharging of its duties under this Charter, each member of the Committee shall be obliged only to exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. Nothing in this Charter is intended, or may be construed, to impose on any member of the Committee a standard of care or diligence that is in any way more onerous or extensive than the standard to which all Board members are subject.

VI. MEETINGS & OPERATING PROCEDURES

• The Committee will meet as many times as is necessary to carry out its responsibilities. The meetings shall be at times and places to be determined by the Committee.
• A quorum shall be a majority of the members.
• In the absence of the Chair of the Committee, the members shall appoint an acting Chair.
• The Committee will keep regular minutes of its proceedings and will report to the Board at each Board meeting.
• A copy of the minutes of each meeting of the Committee shall be provided to each member of the Committee and to each Director in a timely fashion.
• The Chair of the Committee shall prepare and/or approve an agenda in advance of each meeting.
• The Committee will have the right to invite any person to attend meetings of the Committee.
• The Committee will have the right to require the attendance of any member of management of the Corporation at meetings of the Committee.
• The Committee will be permitted access to all records and corporate information that it determines to be required in order to perform its duties.
• The Committee may hold its meetings together with the meeting of any other Board committee.

VII. CORPORATE GOVERNANCE COMMITTEE RESPONSIBILITIES AND DUTIES

The Committee shall (in all cases in respect of the Corporation and its affiliates, and with the assistance of consultants as required):

• Develop and monitor policy in the area of corporate governance and the practices of the Board in light of the Corporation’s particular circumstances, the changing needs of investors and the Corporation, and changes in corporate governance guidelines.
• Monitor developments in the area of corporate governance and the practices of the Board and advise the Board accordingly.
• Prepare and recommend to the Board annually a Statement of Corporate Governance Practices to be included in the Corporation’s annual report or information circular and ensure that such disclosure is complete and provided in accordance with applicable regulatory requirements.
• Develop a communications policy for the Corporation that includes a framework for investor relations and helps to ensure that the Corporation's public disclosure is timely and complete.
• Develop, implement and maintain appropriate policies (including the Corporation's Code of Ethics & Business Conduct Guidelines) with respect to disclosure, confidentiality and insider trading.
• Recommend procedures to permit the Board to meet on a regular basis without management present.
• Annually review credentials of existing Board members to assess suitability for re-election.
• Review, on a periodic basis, the size of the Board and various Board committees and make appropriate recommendations to the Board.
• Review on a periodic basis, the composition of the Board and various Board committees and make appropriate recommendations to the Board.
• Establish procedures for, and approve and ensure provision of, an appropriate orientation and education program for new recruits to the Board and the continuing education of the Directors.