Strategic Planning Process

The Board's Mandate provides that the Board is responsible for ensuring that the Company has an effective strategic planning process.  As such, the Board reviews, approves, monitors and provides guidance on the Company's strategic plan.

Identification and Management of Risks

The Board's Mandate includes:

• Assisting the management to identify the principal business risks of the Company
• Taking reasonable steps to ensure the implementation of appropriate systems to manage and monitor those risks
• Reviewing plans for evaluating and testing the Company's internal financial controls
• Overseeing the external auditors, including the approval of the external auditors' terms of reference.

Succession Planning and Evaluation

The Board's Mandate includes keeping in place adequate and effective succession plans for the Chairman & Chief Executive Officer ("CEO") and senior management.

• The Corporate Governance and Compensation Committee (the "CGCC") receives periodic updates on the Company's succession plan at the senior officer level and monitors the succession planning process
• The succession plan is reviewed, at least annually, by the CGCC
• On the recommendation of the Chairman & CEO, the Board appoints the senior officers of the Company

Governance

The Board recognizes the current trend towards having a majority of independent directors. As the Company continues to be largely employee owned, it is of the view that the number of its members that are independent directors adequately reflects the perspectives and interests of the minority shareholders.

• the Board is currently composed of 11 directors, five of whom are independent of management as determined under applicable securities legislation
• The CGCC is responsible for periodically reviewing the composition of the Board and its committees
• A formal annual assessment process has been established to include feedback by all the directors to the full Board, including the completion of a confidential survey with an outside consultant compiling the results
• New directors are provided with substantial reference material on the Company's strategic focus, financial and operating history, corporate governance practices and corporate vision

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