Composition

The Governance Committee will be comprised of three or more directors as determined by the Board, all of whom are “independent” within the meaning of applicable securities laws, the applicable policies adopted by securities regulatory authorities and the applicable rules of any stock exchange upon which the Company’s securities are listed.

Term

The members of the Governance Committee will be appointed for one year terms.  Each member will serve until a replacement for such member is appointed or until such member resigns or is removed from the Board or the Governance Committee.  The members of the Governance Committee may be removed, with or without cause, by a majority vote of the Board.

Vacancy

A casual vacancy on the Governance Committee may be filled by the Board through the appointment of a replacement member to serve during the remainder of the term.  If and whenever a vacancy shall exist on the Governance Committee, the remaining members may fulfill their duties and responsibilities provided there is quorum for meetings of the Governance Committee.

Chair

The Chair of the Governance Committee will be designated by the Board.  If the Chair of the Governance Committee is not present at any meeting, one of the other members of the Governance Committee who is present at the meeting shall be chosen by the Governance Committee to act as Chair of that meeting.

Delegation

The Governance Committee may delegate authority to any individual member or subcommittee when, and in the manner and extent, deemed appropriate by it.

The Governance Committee will undertake the following functions in carrying out its responsibilities outlined in this Charter.  In discharging its role, the Governance Committee may study or investigate any matter of interest or concern that the Governance Committee deems appropriate and has the sole authority to retain outside counsel or other experts for this purpose, including the authority to approve fees payable to such counsel or experts and any other terms of retention. The Governance Committee may request any officer or employee of the Company, or the Company’s legal counsel, to attend a meeting of the Governance Committee.

Selection of Directors

With respect to the selection of directors, as the Governance Committee deems it necessary or advisable from time to time:

• review and recommend to the Board criteria and procedures to be adopted by the Board for identifying director candidates, which involve, among other things,
• consideration of the competencies and skills the Board should possess, as a whole, and
• an assessment of the competencies and skills each existing director possesses, and their personality and other qualities;
• periodically identify and review potential candidates, including those submitted in accordance with the Articles or proxy materials of the Company, and recommend to the Board nominees for election as directors of the Company;
• in making such recommendations, the Governance Committee will consider:
• the competencies and skills that the Board considers to be necessary for the Board, as a whole, to possess;
• the competencies and skills that the Board considers each existing director to possess;
• the competencies and skills each new nominee will bring to the Board; and
• whether or not each new nominee can devote sufficient time and resources to his or her duties as a Board member;
• have the authority to engage and terminate the services of any search firm to identify director candidates and approve the terms and conditions of such engagement, including fees;
• consider questions of independence and possible conflicts of interest of members of the Board and executive officers;
• review and make recommendations to the Board regarding the size and composition of the Board, in order to ensure that the Board has the requisite expertise and that its membership consists of persons with sufficiently diverse and independent backgrounds, and the appropriate size of the Board, with a view to facilitating effective decision making;
• periodically review the appropriateness of any qualifications, policies or requirements on Board service, including term limits, majority voting policies and equity ownership requirements; and
• with the Human Resources & Compensation Committee of the Board, review compensation levels and trends for the directors, the Chair, Lead Director and Committee Chairs of the Board.

Committees of the Board

With respect to the selection of members of committees of the Board:

• recommend members of the Board to serve on the various committees of the Board, giving consideration to the criteria for service on each committee as set forth in that committee’s charter as well as any other factors the Governance Committee deems relevant;
• where appropriate, make recommendations regarding the removal of any member of any committee;
• establish and recommend the qualifications and criteria for membership on each committee of the Board; and
• as circumstances dictate, make recommendations regarding periodic rotation of directors amongst the committees and term limitations of service on any committee.

Board Functioning

With respect to the functioning of the Board and the committees of the Board:

• review and make recommendations to the Board concerning the types, duties, functions, size and operation of committees of the Board;
• ensure that there are appropriate structures and procedures to allow the Board to function independently of management;
• conduct an annual review and evaluation of the performance of this Governance Committee and its members in such manner as it deems appropriate; and
• in consultation with the full Board, conduct an annual review and evaluation of the performance of the Board and its individual members, in such manner as this Governance Committee deems appropriate.

Company Policies

With respect to Company policies:

• periodically review the position descriptions for each of the Board Chair, Lead Director and Chief Executive Officer;
• annually review directors’ and officers’ third party liability insurance coverage;
• review and recommend to the Board for approval any material changes to directors’ or officers’ indemnity agreements;
• review and assess, at least annually, the adoption (where necessary) and adequacy of charters of all committees of the Board (including the Governance Committee) and make recommendations to the Board for any improvements to such charters as the Governance Committee deems necessary or appropriate; and
• periodically review and assess the adequacy of and compliance with the Corporate Governance Policy, the Corporate Disclosure Policy, the Code of Conduct, Board Diversity Policy, the Securities Trading Policy and any other governance related policies of the Company and make recommendations to the Board for any improvements to such policies as the Governance Committee deems necessary or appropriate.

Corporate Governance

With respect to corporate governance:

• monitor legislation, regulatory policies and industry best practices dealing with corporate governance;
• from time to time, recommend to the Board such amendments to the Company’s Governance Policy as the Governance Committee considers advisable, given developments in legislation, regulatory policies or best practices;
• from time to time, consider the adequacy of the Articles of the Company and recommend to the Board, as conditions dictate, amendments to the Articles; and
• consider policies relating to meetings of the Board and separate meetings of independent directors.

Succession Planning

With respect to continuity and the succession planning process:

• review, monitor, and make recommendations regarding new director orientation and ensure continuing education programs are available for members of the Board; and
• with the Human Resources & Compensation Committee of the Board, review and evaluate succession plans relating to the Chief Executive Officer and other senior executive officer positions.

Other Responsibilities

With respect to Other Responsibilities:

• consider and make recommendations to the Board with respect to proposals and recommendations from management concerning the selection of individuals to occupy senior executive positions; and
• report to the Board any concerns or issues that might indicate that organizational strengths are not sufficient for the requirements of long range goals of the Company.

With respect to reports, report regularly to the Board (orally or otherwise) following meetings of the Governance Committee and with respect to such other matters as are relevant to the Governance Committee’s discharge of its responsibilities.

Perform any other duties, responsibilities and activities consistent with this Charter and the Company’s Articles as this Governance Committee, the Board, the Chair of the Board or the Lead Director of the Board deem necessary or appropriate.