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|  Board of Directors The board of directors (the "Board") is primarily responsible for supervising the management of the Company's business and affairs. Its authority is determined by the provisions of the Canada Business Corporations Act and by the Company's By-laws. In addition, the Board's activities are governed by a set of procedural rules which are adopted by the Board. The Board regularly reviews its guidelines and policies and, not less than annually, considers how its corporate governance practices align with guidelines established by the regulatory authorities having authority, including the Toronto Stock Exchange. The Board meets as required to conduct its business, which includes the approval of the quarterly and annual audited financial statements of the Company. The Board's Chairman, together with the lead director, is responsible for the management, development and effective performance of the Board, for monitoring the Company's development through regular contact with the President and CEO, and for ensuring that the Board regularly receives reports concerning the development of the Company's business and operations, including progress in respect of profits, liquidity and significant contractual matters. Audit Committee The Audit Committee is comprised of three Board members, each of whom is independent of the Company. The Audit Committee oversees the accounting and financial reporting processes of the Corporation and its subsidiaries and all audits and external reviews of the financial statements of the Corporation, on behalf of the Board, and has general responsibility for oversight of internal controls, and accounting and auditing activities of the Corporation and its subsidiaries. The Audit Committee meets a minimum of four times a year. Human Resources/Compensation Committee The Human Resources/Compensation Committee is comprised of three non-executive members of the Board. The Human Resources/Compensation Committee is responsible for administering the Company's executive compensation program and implements and oversees human resources and compensation policies approved by the Board. The Committee meets not less than annually. Corporate Governance and Nominating Committee This Committee is comprised of three nonexecutive Board members and assists the Board in identifying qualified individuals for Board membership, develops and implements corporate governance guidelines, and reports annually to the Corporation's shareholders on the Corporation's system of corporate governance. Health, Safety, Environment and Community Committee This Committee is comprised of three Board members, a majority of whom are nonexecutive Board members. This Committee assists the Board in its oversight of health, safety, environment and community risks, the Corporation's performance in relation to health, safety, environmental and community matters, and the Corporation's compliance with applicable legal and regulatory requirements associated with health, safety, environmental and community matters. Board Committees Audit Committee: Dale Peniuk, Bill Rand and Don Charter. Corporate Governance and Nominating Committee: John H. Craig, Brian Edgar and David Mullen. Human Resources/Compensation Committee: Bill Rand, David Mullen and Don Charter. Health, Safety, Environment and Community Committee: Brian Edgar, Philip Wright and Colin Benner Auditors PricewaterhouseCoopers LLP, Toronto, Ontario, Canada. Exchange Rules The Company is also guided by the Rules and Regulations of the NASDAQ OMX (Stockholm) Exchange ("Exchange Rules") which form an integral part of the Listing Agreement between the Company and the NASDAQ OMX (Stockholm) Exchange. Details regarding the Exchange Rules can be found at www.nasdaqomx.com. Documents
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