Board Composition & Selection

The Board shall consist of a minimum of 5 and a maximum of 10 directors, as determined from time to time by the directors following a recommendation by the Corporate Governance and Nominating Committee.  Directors are elected annually by the Company's shareholders. 

A majority of the directors shall be "independent" within the meaning of applicable rules of securities regulatory authorities and stock exchanges.

Selection of New Directors
A quorum of directors may fill vacancies in existing or new director positions to the extent permitted by applicable law. Directors so appointed by the Board will serve only until the next annual meeting unless re-elected by the shareholders at that time.

Nominees for membership on the Board will be recommended to the Board by the Corporate Governance and Nominating Committee. The Board will then recommend the nominees to the shareholders for election at the annual meeting. In selecting nominees as new directors, the Corporate Governance and Nominating Committee will assess the ability to contribute to the effective management of the Company, taking into account the needs of the Company and the individual's background, experience, perspective, skills and knowledge that is appropriate and beneficial to the Company.

Election of Directors
Each director should be elected by the vote of a majority of the shares represented in person or by proxy at any meeting for the election of directors. Accordingly, if any nominee for director receives, from the shares voted at the meeting in person or by proxy, a greater number of shares withheld than shares voted in favour of his or her election, the director must promptly tender his or her resignation to the Chairman of the Board, to take effect on acceptance by the Board. The Corporate Governance and Nominating Committee will expeditiously consider the director's offer to resign and make a recommendation to the Board whether to accept it. Within 90 days of the shareholders' meeting, the Board will make a final decision and announce it by way of press release.

This policy does not apply to a contested election of directors, that is, where the number of nominees exceeds the number of directors to be elected. Any director who tenders his or her resignation will not participate in the deliberations of the Corporate Governance and Nominating Committee or the Board. In the event any director fails to tender his or her resignation in accordance with this policy, the Board will not renominate the director. The Board is not limited in any action it may take if a director's resignation is accepted, including appointing a new director to fill the vacancy.

Amendment, Modification and Waiver
These Guidelines may be amended, modified or waived by the Board of Directors and waivers of these Guidelines may also be granted by the Corporate Governance and Nominating Committee.


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