Board of Directors

The Board of Directors is comprised of seven directors, six of whom – Gordon Bowerman, Ted Morton, Robert Weir, Neil MacKenzie, Dale Miller and Penny Payne – are independent for the purposes of NI 58-101, so that a majority of the directors are independent. James G. Evaskevich is not independent, since he is the President and Chief Executive Officer of the Company.

Mr. Bowerman has been appointed the chairman of the Board of Directors and will continue to be considered an independent director under NI 58-101 and National Instrument 52-110 – Audit Committees. Mr. Bowerman is responsible for chairing meetings of the Board of Directors. To that end, he calls meetings of the Board of Directors as required between the regularly scheduled quarterly meetings, as issues of substance arise.

There are no special structures or processes in place to facilitate the functioning of the Board of Directors independently of the Company’s management. The independent directors of the Company hold regularly scheduled meetings, but the lead director may at any time call meetings of the independent directors, at which any concerns may be freely expressed. The independent directors are also given full access to management so that they may express their own views and communicate their expectations of management.

Certain of the directors are also directors of other reporting issuers, as follows: