Charter

MANDATE OF THE BOARD OF DIRCTORS

The Board of directors of the Corporation (the "Board") is responsible for the supervision of the management of the Corporation's business and affairs, with the objective of increasing shareholder value.

From time to time, the Board may formally adopt and review mandates for its committees and may, in addition, delegate certain tasks to its committees. However, such mandates and delegation of tasks do not relieve the Board of its overall responsibilities.

The Board approves all matters expressly required herein, under the Canada Business Corporations Act and other applicable legislation, rules and regulations and the Corporation's Articles and By-laws.

  1. Membership and Quorum

    The Board is composed of a minimum of 3 and a maximum of 10 members. The Board is constituted with a majority of individuals who qualify as unrelated and independent directors, as determined by the Board.

    The quorum at any meeting of the Board is a majority of directors in office.

  2. Frequency of Meetings
    • at least four times a year and as necessary.
  3. Mandate

    The responsibilities of the Board include the following:

    1. With respect to strategic planning
      • approving the Corporation's long-term strategy, taking into account, amongst other matters, business opportunities and risks;
      • approving and monitoring the implementation of the Corporation's annual business plan;
      • overseing Intellectual Property strategy;
      • advising management on strategic issues.
    2. With respect to human resources and performance assessment
      • choosing the Chief Executive Officer ("CEO") and approving the appointment of other officers of the Corporation;
      • monitoring and assessing the performance of the CEO and of the other officers of the Corporation and approving their compensation, taking into consideration Board expectations and fixed objectives;
      • taking reasonable measures to ensure that an appropriate portion of the CEO's and the other officers' compensation is tied to both the short and longer-term performance of the Corporation;
      • taking all reasonable steps to ensure that processes are in place for the recruitment, training, development and retention of executives who exhibit high standards of integrity as well as competence;
      • monitoring management and Board succession planning process;
      • monitoring the size and composition of the Board and its committees based on competencies, skills and personal qualities sought in Board members;
      • approving the list of Board nominees for election by shareholders.
    3. With respect to financial matters and internal control
      • monitoring the integrity and quality of the Corporation's financial statements and other documents providing financial information and the appropriateness of their disclosure;
      • overseeing the external auditors' independence and qualifications;
      • reviewing and approving the general content of, and the Audit Committee's report on the financial aspects of, the Corporation's Annual Information Form, Annual Report, Management Proxy Circular, Management's Discussion and Analysis, prospectuses, offering memoranda, and any other document required to be disclosed or filed by the Corporation before their public disclosure or filing with regulatory authorities;
      • overseeing the performance of the Corporation's internal audit functions (when applicable);
      • ensuring that appropriate systems are in place to identify business risks and opportunities and overseeing the implementation of processes to manage these risks and opportunities;
      • monitoring the Corporation's internal control and management information systems;
      • monitoring the Corporation's compliance with applicable legal and regulatory requirements;
      • reviewing, from time to time, the Corporation's Disclosure Policy and monitoring the Corporation's communications with analysts, investors, the media and the public.
    4. With respect to corporate governance matters
      • overseeing management in the competent and ethical operation of the Corporation;
      • reviewing, on a regular basis, appropriate corporate governance structures and procedures, including the identification of decisions requiring approval of the Board;
      • adopting and reviewing, on a regular basis, the Corporation's Code of Ethics and Business Conduct (the "Code"), and such other policies as may be approved by the Board from time to time (the "Policies") and monitoring compliance with the Code and the Policies;
      • approving a policy that enables Committees of the Board and an individual director, to engage external advisors at the expense of the Corporation in appropriate circumstances;
      • ensuring the annual performance assessment of the Board, Board committees, Board and committee chairs and individual directors.
    5. With respect to environmental and social responsibility practices
      • monitoring and reviewing, as appropriate, the Corporation's environmental and social responsibility practices.
  4. Method of Operation
    • meetings of the Board are held at least quarterly, and as required;
    • management develops the agenda for each meeting of the Board in consultation with the Lead Director of the Board (the "Lead Director"). The agenda and the appropriate materials are provided to directors of the Corporation on a timely basis prior to any meeting of the Board;
    • non-management directors meet periodically without management present, under the oversight of the Lead Director;
    • directors who do not have interests in or relationships with either the Corporation or its significant shareholders meet periodically without management and other directors present;
    • the Lead Director annually supervises the performance assessment of individual directors, the Board as a whole, the Board committees, and the Board and committee chairs.