Composition of the Board The directors of the Company have determined that five of the six directors are independent within the meaning of NI 52-110. Wayne Richardson is non-independent by virtue of his being a member of management. In an effort to properly orient new directors to the Company, each new director is provided with a copy of the Company's various committee mandates, the Company's Disclosure Policy, the Insider Trading Policy and the Code. The Board further considers what additional orientation or education is appropriate for new directors as and when they are elected or appointed. Periodically, the Company implements formal assessments for the Board, its committees and the individual directors with respect to their effectiveness and contributions. These assessments aid in determining what additional areas for continuing education are required.