Adopted March 14, 2006
ACKNOWLEDGEMENT

The Board acknowledges responsibility for the stewardship of the Corporation.

GENERAL LEGAL OBLIGATIONS
Under the Canada Business Corporations Act, the Board has a duty to supervise the management of the business and affairs of the Corporation.

Every member of the Board in exercising their powers and discharging their duties shall:

1. Act honestly and in good faith with a view to the best interests of the Corporation; and
2. Exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

DUTIES AND RESPONSIBILITIES
The Board has responsibility for the following:

Executive Team Responsibility

• Appoint the Chief Executive Officer ("CEO") and senior officers, approve their compensation, and monitor and evaluate the CEO's performance against a set of mutually agreed corporate objectives.
• In conjunction with the CEO, develop a clear mandate for the CEO, which includes a delineation of management's responsibilities.
• Ensure that a process is established that adequately provides for succession planning, including the appointing, training and monitoring of senior management.
• Establish limits of authority delegated to management.

Operational Effectiveness and Financial Reporting

• Annual review and adoption of a strategic planning process and approval of the corporate strategic plan, which takes into account, among other things, the opportunities and risks of the business.
• Ensure that a system is in place to identify the principal risks to the Corporation and that the best practical procedures are in place to monitor and mitigate the risks.
• Ensure that processes are in place to address applicable regulatory, corporate, securities and other compliance matters.
• Ensure that an adequate system of internal control and management information system exists.
• Ensure that due diligence processes and appropriate controls are in place with respect to applicable certification requirements regarding the Corporation's financial and other disclosure.
• Review and approve the Corporation's financial statements and oversee the Corporation's compliance with applicable audit, accounting and reporting requirements.
• Approve annual operating and capital budgets.
• Review and consider for approval all amendments or departures proposed by management from established strategy, capital and operating budgets or matters of policy which diverge from the ordinary course of business.
• Review operating and financial performance results relative to established strategy, budgets and objectives.

Disclosure Policy

• Approve a written disclosure policy to ensure the timely and accurate disclosure of material information, and monitor compliance by the disclosure committee established under such disclosure policy.

Business Code of Ethics

• Adopt a written code of business ethics for all directors, officers, and employees, monitor compliance with such written code and approve any waivers of such written code for directors and officers.

Board Process/Effectiveness

• Ensure that Board materials are distributed to directors in advance of regularly scheduled meetings to allow for sufficient review of the materials prior to the meeting.
• Approve the nomination of directors.
• Provide a comprehensive orientation to each new director.
• Establish an appropriate system of corporate governance including practices to ensure the Board functions independently of management.
• Establish appropriate practices for the regular evaluation of the effectiveness of the Board and its committees.
• Establish committees and approve their respective mandates and the limits of authority delegated to each committee.
• Review and re-assess the adequacy of the Committee Mandates on a regular basis.
• Review the adequacy and form of the directors' compensation to ensure it realistically reflects the responsibilities and risks involved in being a director.
• Each member of the Board is expected to understand the nature and operations of the Corporation's business.
• Independent directors shall meet regularly, and in no case less frequently than quarterly, without non-independent directors and management participation.