Nomination And Corporate Governance Committee Charter

1.         Role

The Nomination and Corporate Governance Committee’s role is to:

(a)       Prior to each annual meeting of the Corporation’s shareholders, nominate the slate of directors for election to the Corporation’s Board of Directors (the “Board”), which shall include the Corporation’s Chief Executive Officer.

(b)       Nominate the Chairman of the Board for election by the Board, and, if such director is not independent as determined by the requirements established by the Board and applicable laws, regulations and listing requirements, the Committee will nominate a Lead Independent Director, for election by the Board.  The terms of the Chairman and the Lead Director, if necessary, will  commence after each of the Corporation’s annual shareholders meetingsThe person chosen by the Board to serve as Chairman of the Board and, if necessary, the person chosen by the Board to serve as Lead Director shall be identified in the Corporation’s proxy or information statement relating to the annual election of directors of the Corporation..

(c)       Identify and recommend candidates to the Board and to recommend candidates to fill vacancies occurring between annual shareholder meetings,

(d)       Assist management in recruitment of executive officers in terms of job description, recruitment process and compensation package in cooperation with the Chair of the Compensation Committee.

(e)       Monitor and recommend to the Board changes to the Corporation’s corporate governance structure.

2.         Members

(a)       The membership of the Committee shall consist of at least three directors, and all members must satisfy the independence requirements established by the Board and applicable laws, regulations and listing requirements. The Board appoints the members of the Committee and the chairperson. The Board may remove any member from the Committee at any time with or without cause.

3.         Responsibilities

Subject to the provisions of the Corporate Governance Guidelines, the principal responsibilities and functions of the Committee are as follows:

(a)       Annually evaluate and report to the Board on the performance and effectiveness of the Board to facilitate the directors fulfilling their responsibilities in a manner that serves the interests of the Corporation’s shareholders.

(b)       Every year present to the Board a list of individuals recommended for nomination for election to the Board at the annual shareholders meeting, and for appointment to the committees of the Board (including this Committee). Review and consider shareholder recommended candidates for nomination to the Board.

(c)       Before recommending an incumbent, replacement or additional director, review his or her qualifications, including capability, availability to serve, conflicts of interest, and other relevant factors.

(d)       Assist in identifying, interviewing and recruiting candidates for the Board.

(e)       Annually review the composition of each committee and present recommendations for committee memberships to the Board as needed.

(f)        Obtain or perform an annual evaluation of the Committee’s performance and make applicable recommendations.

(g)       Each year present to the Board the director recommended for election by the full Board as the Chairman of the Board with a term commencing after each of the Corporation’s annual shareholders meetings, and if such director is not independent as determined by the requirements established by the Board and applicable laws, regulations and listing requirements, present to the Board the director recommended for election by the Board as Lead Independent Director of the Board with a term commencing after each of the Corporation’s annual shareholders meetings.

(h)

Monitor, evaluate and recommend to the Board appropriate revisions to the Corporation’s corporate governance framework, including its Articles of Incorporation, Bylaws, and Corporate Governance Guidelines.

(i)        Monitor compliance with the Corporate Governance Guidelines, and Internal Governance, the effectiveness of the organization, “Instructions to Management and Secretary”.

(j)        Annually review the Corporation’s policies and programs that relate to Corporate Governance.

(k)       Bi-annual reviews of “Instructions to Management and Secretary”, and recommend changes to such document, which recommendations shall be subject to the approval of the Board.

(l)        Consult the CEO or other relevant officers before recommending changes of “Instructions to Management and Secretary”.

(m)      Advises CEO or relevant officer of how to execute on “Instructions to Management”.

(n)       Obtain or perform an annual evaluation of the Committee’s performance.

(o)       Regularly review and make recommendations about changes to the charters of other Committees after consultation with the respective Committee chairperson – and report results to the Board for approval.

4.         Authorization

The Committee must have approval of the board to employ or engage an external consultant or search firm, including associated cost. The Committee can terminate external consultant and any search firm used to identify director candidates, or other experts or consultants, as it deems appropriate. Any communications between the Committee and legal counsel in the course of obtaining legal advice will be considered privileged communications of the Corporation and the Committee will take all necessary steps to preserve the privileged nature of those communications.

The Committee may form and delegate authority to one or more designated members of the Committee, the CEO or an officer of the corporation.