Composition of the Board

The directors of the Company have determined that four of the seven nominees for election at the Meeting are independent within the meaning of NI 52-110. Each of Alan De’ath and Patrick Scott are non-independent by virtue of their being a member of management and Jay Kellerman who is a partner at Stikeman Elliott LLP, a law firm that provides legal services to the Company, is not independent.

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. During 2006 the Company implemented 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.