1.0 Composition

The Committee should consist of at least three directors, none of whom shall be officers or employees of the Company or any of its subsidiaries, all of whom are independent as determined by the Board having regard to applicable regulatory and stock exchange requirements. The composition of the Committee should provide for continuity of membership, while at the same time allowing fresh perspectives to be added.

2.0 Authority

The Committee has the authority to access information and investigates any activity of the Company. The Committee may retain persons having special expertise to assist in fulfilling its responsibilities as it determines necessary or desirable to carry out its duties and to determine the compensation payable to such persons and to authorize its payment by the Company.

3.0 Meetings

The Committee should meet on a regular basis. Special meetings may be authorized at the request of management, or any member of the Committee.

4.0 Reporting

The Board should be kept informed of the Committee's activities by a report following each Committee meeting.

5.0 Responsibilities

The Committee has the following specific responsibilities:

1. The Committee shall approve and oversee the total compensation package for the Company's senior executives including, without limitation, their base salaries, annual incentives, deferred compensation, stock options and other equity-based compensation, incentive compensation, special benefits, perquisites, and incidental benefits.
2. The Committee shall review and make recommendations to the Board with respect to the compensation of the Company's directors, including, without limitation, equity and equity-based compensation.
3. The Committee shall review and approve corporate goals and objectives relevant to the compensation of the Company's Chief Executive Officer (CEO) and the Executive Chairman, evaluate the performance of the Company's CEO and Executive Chairman in light of those goals and objectives, and set the compensation level of the Company's CEO and Executive Chairman based on this evaluation. In determining the long-term incentive component of the Company's CEO's and Executive Chairman's compensation, the Committee shall consider, without limitation, the Company's performance and relative shareholder return, the value of similar incentive awards to CEO and Executive Chairman at comparable companies, and the awards given to the Company's CEO and Executive Chairman in past years.
4. The Committee shall review the results of and procedures for the evaluation of the performance of other executive officers by the Company's Chief Executive Officer and Executive Chairman.
5. The Committee shall review periodically and make recommendations to the Board regarding any long-term incentive compensation or equity plans, programs or similar arrangements that the Company establishes for, or makes available to, its directors, employees and consultants (collectively, the "Plans"), the appropriateness of the allocation of benefits under the Plans and the extent to which the Plans are meeting their intended objectives and, where appropriate, recommend that the Board modify any Plan that yields payments and benefits that are not reasonably related to employee performance.
6. The Committee shall administer the Plans in accordance with their terms, provisions, conditions and limitations of the Plans and make factual determinations required for the administration of the Plans where such determinations are to be made by the Board or a committee thereof.
7. The Committee shall review and make recommendations to the Board regarding all new employment, consulting, retirement and severance agreements and arrangements proposed for the Company's executives. The Committee shall periodically evaluate existing agreements with the Company's executives for continuing appropriateness.
8. The Committee shall adopt and periodically review a comprehensive statement of executive compensation philosophy, strategy and principles and oversee the administration of the Company's compensation program in accordance with these principles, including adopting a guideline for the allocation of stock options.
9. The Committee shall publish an annual Compensation Committee Report in the Information Circular on the Company's executive compensation policies in accordance with regulatory requirements.
10. The Committee, in conjunction with its external advisors, shall select peer groups of companies that shall be used for purposes of determining competitive compensation packages.

6.0 Limitations on Duties

Nothing in this mandate is intended, or may be construed, to impose on any members of the Committee a standard or care or diligence that is in any way more onerous or extensive than the standard to which all Board members are subject.

7.0 OUTLINE FOR MEETINGS