Committee Guidelines

Board Guidelines
The Board of Directors (the "Board") believes the principal objective of the Company is to generate acceptable returns to its share holders. The Company believes good corporate governance practices provide an important framework for a timely response by the Company's Board to situations that may directly affect share value.

Governance & Nominating Committee
The main purpose of the Governance and Nominating Committee is to provide a focus on governance that will enhance the Company's performance, to assess and make recommendations regarding Board of Directors effectiveness, and to establish and lead the process for identifying, recruiting, appointing, re-appointing and providing ongoing development for directors.

Audit Committee
The Audit Committee's primary function is to assist the Board in fulfilling its financial reporting and controls responsibilities to the shareholders of the Company and the investment community. The external auditors report directly to the Audit Committee. The Audit Committee's primary duties and responsibilities are outlined in the Audit Committee Guidelines.

Compensation Committee
The Compensation Committee has been established by the Board of Directors of the Company to assist the Board in fulfilling its responsibilities relating to human resources and compensation issues and to establish a plan of continuity for executive officers and other members of senior management. The Committee ensures the Company has an executive compensation plan that is both motivational and competitive so that it will attract, hold and inspire performance of Executive Management of a quality and nature that will enhance the sustainable profitability and growth of the Company.