Corporate Responsibility

Statement of Corporate Governance Practices

The Company is committed to the highest practical standards of Corporate Governance, and to meeting or exceeding the standards set by the Toronto Stock Exchange and the securities regulators.  In this regard, the Board of Directors has set a number of Committees to assist in the discharge of its Corporate Governance obligations.  A brief description of each of the Committees and the members of the Committees are set out below.

Audit Committee

The members of the Company's Audit Committee are Robert Gayton (Chairman), George Ireland and Sidney Robinson, all three of whom are independent directors. The Audit Committee oversees the Company's financial reporting obligations, financial system and disclosure. It reviews the annual financial statements, monitors and assesses the integrity of the Company's internal control systems, meets regularly with the Company's auditors and liaises between the Board of Directors and the auditors. The Company's auditors, PricewaterhouseCoopers LLC, report directly to the Audit Committee.

Nomination Committee

The members of the Company's Nomination Committee are Ruston Goepel (Chairman), Geoff Castle and Miguel Grau, all three of whom are independent directors. The Nomination Committee is responsible for assessing the effectiveness of the Board as a whole, and individual directors. The committee also oversees the orientation program for new recruits to the Board. In its report to the Board of Directors, the committee recommends nominees for election to the Board of Directors and from time to time recommends candidates to fill Board vacancies and newly created Director positions.

Compensation Committee

The members of the Company's Compensation Committee are Sidney Robinson (Chairman), Geoff Castle, Alberto Salas and Ruston Goepel. This committee is responsible for determining the compensation to be paid to Directors and executive officers and for reviewing the corporate goals and objectives of the executive officers.

Under the Company's Corporate Governance Charter, matters relating to Corporate Governance remain the responsibility of the entire Board of Directors.