PURPOSE

The purpose of the Compensation Committee (the “Committee”) is to assist the Board in fulfilling its obligations relating to compensation of the CEO and other Officers of the Company.

COMPOSITION AND OPERATIONS

The Committee will be composed of at least two, and preferably three, members; none of whom can also be members of Management.

DUTIES AND RESPONSIBILITIES

Subject to the powers and duties of the Board, the Committee will:

i)

Recommend a process to evaluate and appoint a Chief Executive Officer (the “CEO”) and, when approved, lead the process in conjunction with the Board Chair. Please see related document CEO Succession.

ii)

Recommend to the Board for approval the appointment of CEO and all other senior management positions that report directly to the CEO.

iii)

Annually review and recommend to the Board for approval the process for determining the compensation program for the CEO and Officers.

iv)

Annually review and recommend to the Board for approval the compensation program for the CEO and Officers.

v)

Annually review and recommend changes to the Committee’s terms of reference.

ACCOUNTABILITY

The Committee shall report its discussions to the Board by oral or written report at the next Board meeting.