Board of Directors

Directors are considered to be independent if they have no direct or indirect material relationship with the Issuer. A material relationship is a relationship that could, in the view of the Issuer's Board, be reasonably expected to interfere with the exercise of a director's independent judgment.

The independent members of the Board of the Issuer at present are Luis Tondo and James Farley.

Directorships

Certain directors are presently a director of one or more other reporting issuers.

Orientation and Continuing Education

When new directors are appointed, they receive orientation commensurate with their previous experience on the Issuer's business, assets, industry, and the responsibilities of directors. Board meetings may also include presentations by the Issuer's management and employees to give the directors additional insight into the Issuer's business.

Conduct

The Board has found that the fiduciary duties placed on individual directors by the Issuer's governing corporate legislation, common law, and the restrictions placed by applicable corporate legislation on an individual director's participation in decisions of the Board in which the director has an interest, have been sufficient to ensure that the Board operates independently of management and in the best interests of the Issuer.

Nomination of Directors

The Board will consider its size each year when it considers the number of directors to recommend to the shareholders for election at the annual meeting of shareholders, taking into account the number required to carry out the Board duties effectively and maintain a diversity of views and experience.

The Board does not have a nominating committee, and the Board as a whole currently performs these functions. The Board will review this policy if the number of required directors by the Issuer changes.

Compensation

Management of the Issuer will conduct an annual review of the compensation of the Issuer's directors and executive officers and make recommendations to the Board. The Board determines compensation for the directors and executive officers.

Assessments

The Board monitors the adequacy of information given to directors, communication between the Board and management, and the strategic direction and processes of the Board and committees. The Board does not consider formal assessments useful at this stage of the Issuer's development. The Board conducts informal annual evaluations of the Board's effectiveness, the individual directors, and the Audit Committee. As part of the assessments, the Board may review its mandate and conduct reviews of applicable corporate policies.