Table of Contents:
CORPORATE GOVERNANCE POLICY
CORPORATE DISCLOSURE POLICY (APPENDIX A)
SECURITIES TRADING POLICY (APPENDIX B)
CODE OF CONDUCT
CHARTERS OF BOARD COMMITTEES:
   · AUDIT
   · GOVERNANCE & NOMINATING
   · SAFETY & ENVIRONMENT
POSITION DESCRIPTIONS:
   · BOARD CHAIR
   · LEAD DIRECTOR
   · CHIEF EXECUTIVE OFFICER

APPROVED BY THE BOARD ON DECEMBER 9, 2003

General Mandate
To assist the Board in fulfilling its responsibility to oversee the Company's financial reporting and audit processes, its system of internal controls and its process for monitoring compliance with applicable financial reporting and disclosure laws and its own policies.

Responsibilities
The Committee will carry out the following responsibilities:

Financial Statements

• Review significant accounting and financial reporting issues, including complex or unusual transactions, significant contingencies and highly judgmental areas, and recent professional and regulatory pronouncements, and understand their impact on the Company's financial statements
  
• Review interim financial reports (including financial statements, management's discussion and analysis and related news releases) with management and the auditors before filing with regulators and consider whether they are complete and consistent with the information known to Committee members
  
• Understand how management develops interim financial information, and the nature and extent of auditor involvement
  
• Review with management and the auditors the results of the audit, including any difficulties encountered
  
• Review the annual financial statements, and consider whether they are complete, consistent with information known to Committee members, and reflect appropriate accounting principles and provide a recommendation to the Board with respect to the approval of the statements
  
• Review with management and the auditors all matters required to be communicated to the Committee under generally accepted auditing standards
  Internal Control
• Consider the effectiveness of the Company's internal control over annual and interim financial reporting, including information technology security and control
  
• Understand the scope of the auditors' review of internal control over financial reporting, and obtain reports on significant findings and recommendations, together with management's responses
  

• Review the auditors' proposed audit scope and approach
  
• Review the performance of the auditors, and provide recommendation to the Board with respect to the nomination of the auditors for appointment and remuneration
  
• Review and confirm the independence of the auditors by obtaining statements from the auditors on relationships between the auditors and the Company, including non-audit services, and discussing the relationships with the auditors

• Review the effectiveness of the system for monitoring compliance with financial reporting and disclosure laws and the results of management's investigation and follow-up (including disciplinary action) of any instances of non-compliance
  
• Review the findings of any examinations by regulatory agencies, and any auditor observations
  
• Obtain regular updates from management and Company legal counsel regarding compliance matters
  

• Regularly report to the Board about Committee activities, issues and related recommendations
  
• Provide an open avenue of communication between the auditors and the Board
  
• Review any reports the Company issues that relate to Committee responsibilities
  

• Institute and oversee special investigations as needed
  
• Develop and implement a policy for the approval of the provision of non-audit services by the auditors and assessing the independence of the auditors in the context of these engagements
  
• Be available to receive and deal with, on a confidential basis, reports, complaints or other communications from officers or employees of the Company
  
• Perform other activities related to this charter as requested by the Board
  
• Review and assess the adequacy of the Committee charter annually, requesting Board approval for proposed changes
  
• Review terms of any Code of Conduct established by the Board and respond to any related compliance issues
  
• Confirm annually to the Board that all responsibilities outlined in this charter have been carried out
  

• The composition of the Committee will comply with applicable laws including requirements for independence, unrelated to management, financial literacy and audit experience
  
• The Committee will meet at least four times annually, and more frequently as circumstances dictate, and the CFO and a representative of the auditors should be available on request to attend all meetings
  
• The Committee should meet privately in executive session with representatives of each of management and of the auditors to discuss any matters of concern to the Committee or such members, including any post-audit management letter
  
• Minutes of each meeting should be prepared, approved by the Committee and circulated to the full Board