3.7 CEO Review Process

1.

INTRODUCTION

1.1

The evaluation of the Chief Executive Officer (the "CEO") is one of the most important responsibilities of the Board. The evaluation process provides a formal opportunity for the Board and CEO to have a constructive discussion regarding the performance of the Company and the CEO's leadership.

1.2

Performance evaluations are most effective if the review is conducted by the Board, the CEO him/herself, and the CEO’s reports, a so-called “360 degree” review.

2.

BENCHMARKS

The following constitute the benchmarks against which the 360 degree review takes place:

2.1

A written statement of the CEO’s personal goals for the year under review. These goals have been agreed to by the CEO and the Board at the beginning of the year under review.

2.2

The Company’s performance against the Operations Plan which is approved by the Board at the beginning of the year under review.

2.3

Board approved terms of reference for the CEO.

3.

THE PROCESS

3.1

The Board will develop a terms of reference for the CEO. These are intended to be universal guiding principles going forward, but may be updated from time to time by the Board as circumstances warrant.

3.2

The Board approves the Company's Operations Plan and the CEO's objectives at the beginning of the year.

3.3

Towards the end of the year, the CEO will prepare a self-appraisal in written form of his/her performance against the Operations Plan and Objectives.

3.4

The CEO will also prepare and circulate to each of the people reporting to the CEO a form for the direct report to confidentially evaluate the CEO's performance. The forms will be forwarded directly to the Chairman.

3.5

Each Board member will contribute his/her assessment of the CEO's performance to the Board Chair.

3.6

The Chairman will forward the CEO self-evaluation, the evaluations of the direct reports, and the assessment from Board members to all members of the Board.

3.7

The Board will meet to review all documents and develop a consensus review of the CEO's performance, including constructive recommendations for the ensuing year.

3.8

The Board will then meet with the CEO to present and discuss their evaluation.

3.9

This process should be complete within one month of the end of the year for which the review is conducted.