Corporate Governance Policy

OBJECTIVE AND SCOPE

The objective of this corporate governance policy is to set out a governance policy that the Company’s board of directors and senior management will adopt and follow.  Set forth below are guidelines for the Company’s approach to governance including the constitution and independence of the board of directors and the functions to be performed by the board and its committees.

Mandate of the Board of Directors

The board of directors of the Company has overall responsibility for the stewardship of the Company, including responsibility for

(a) adoption of a strategic planning process and approval of a strategic plan,

(b) identification of the principal risks of the Company’s business, including environment and climate change and cybersecurity related risks and vulnerabilities, and ensuring the implementation of appropriate systems to manage these risks,

(c) succession planning, including appointing and monitoring senior management,

(d) implementation of a communication policy for the Company regarding disclosure of corporate information, and

(e) the integrity of the Company’s internal control and management information systems including accounting systems.