Corporate Governance

• Code of Ethics (PDF, 21KB)

• Corporate Governance Charter (PDF, 21KB)

• Compensation Committee Charter (PDF, 28KB)

• Audit Committee Charter (PDF, 27KB)

• Whistleblower Protection Policy (PDF, 1.31MB)

• Insider Trading Policy (PDF, 31kB)
  
  In Canada, the Company is listed for trading on the TSX Venture Exchange ("TSX-V") and is subject to the corporate governance requirements of the TSX-V and the Business Corporations Act (British Columbia). In the USA the Company is listed for trading on the NYSE Amex ("Amex"). Pursuant to Section 110 of the Amex Company Guide ("Company Guide") the Company is required to report the difference between Company Guide Sections 711 and 713 and the Canadian requirements applicable to the Company:
  
  Shareholder Approval of Certain Transactions: The Amex Company Guide provides that shareholder approval is required as a prerequisite to approval of applications to list additional shares where the additional shares to be issued in connection with a transaction (together, if applicable, with shares sold by officers, directors or principal shareholders) is equal to 20% or more of the presently outstanding stock of the Company and the issue price is less than the greater of book or market value of the stock. The Amex Company Guide further provides that, subject to certain exceptions, shareholder approval is required for the issuance of shares in a transaction to officers and directors at below market value. The TSX-V Corporate Finance Manual provides that shareholder approval of a private placement is required where the placement would result in a change of control of the Company or creation of a new "control person", defined under applicable securities rules as being one or more persons holding more than 20% of voting rights attached to all outstanding voting securities of the Company. The Company's private placement of units of the Company in November 2008 was completed pursuant to the requirements of the TSX-V Corporation Finance Manual. As the November 2008 private placement of the Company did not result in a change of control of the Company or in the creation of a new control person of the Company shareholder approval was not required. The Company was granted an exemption from the requirements of the Amex Company Guide pursuant to Section 110 thereof.
  
  Board of Directors: Section 802 of the Amex Company Guide provides that at least a majority of the directors on the Board of Directors of a company listed on the Amex must be independent directors as defined in Section 803A of the Amex Company Guide. Under Canadian securities laws, a company is not required to have a majority of independent directors on its Board of Directors. Instead of requiring a company to have a majority of independent directors, the TSX-V rules require the Company: (i) to have a minimum of two independent board members; and (ii) to have an audit committee comprised of at least three directors, the majority of whom are not officers, employees or control persons of the company or any of its associates or affiliates. Section 110 of the Amex Company Guide permits a company listed on the Amex to in certain situations follow the laws, customs, and practices of the company's country of domicile, in lieu of the corporate governance requirements of the Amex. As under the corporate governance requirements of the TSX-V and Canadian securities law, a company is not required to have a Board of Directors comprised of a majority of independent directors, the Company was granted an exemption from the requirements of Section 802 of the Amex Company Guide pursuant to Section 110 of the Amex Company Guide.