Ethics

Members of the Board shall carry out their responsibilities objectively, honestly and in good faith with a view to the best interests of the Company. Directors of the Company are expected to conduct themselves according to the highest standards of personal and professional integrity. Directors are also expected to set the standard for Corporation-wide ethical conduct and ensure ethical behaviour and compliance with laws and regulations. If an actual or potential conflict of interest arises, a director shall promptly inform the Chair and shall refrain from voting or participating in discussion of the matter in respect of which he has an actual or potential conflict of interest. If it is determined that a significant conflict of interest exists and cannot be resolved, the director should resign.

Directors are required to act in accordance with applicable law, the Company’s articles and by-laws, and the Company’s Directors’ and Officer’s Code of Business Conduct and Ethics.  The Board monitor’s compliance with the Directors’ and Officers’ Code of Business Conduct and Ethics and is responsible for the granting of any waivers from compliance with the Code for directors and officers.

Committees and Charters

Audit Committee

• Claudio Ciavarella (Chair)
• Tony Lesiak
• Stefan Spears
• Audit Committee Charter

Corporate Governance Compliance and Nominating Committee

• Currently Vacant (Chair)
• Tony Lesiak
• Stefan Spears
• Corporate Governance and Nominating Committee Charter

Compensation Committee

• Currently Vacant (Chair)
• Fahad Al Tamimi
• Stefan Spears
• Compensation Committee Charter

Health Safety and Environmental Committee

• Andrew Elinesky (Chair)
• Tony Lesiak
• Stefan Spears
• Safety Health Environmental Committee Charter