Composition of the Board

The board currently consists of four people, two non-executive directors (including the chairman, who has the casting vote) and two executive directors.

Directors must have an appropriate range of expertise and skills relevant to the business and have the commitment to adequately discharge their duties and responsibilities associated with the position.

Details of the qualifications and experience of each director are disclosed in the Directors’ Report. To assist in their deliberations on issues arising in the course of their duties, any director of the board with the Chairman’s approval may seek at the company’s expense, professional external advice as considered necessary.

When considering any matters that may have a potential conflict of interest, involved directors withdraw from all deliberations concerning the matter.

Executive directors are prohibited from holding external directorships except with the prior approval of the board. No external directorships are currently held.

A policy has been adopted by the board establishing guidelines under which directors may trade in the shares of the company. These guidelines restrict the times as to when directors can purchase or sell shares and also prohibits short term speculative trading.

The company has in place a Code of Conduct that establishes the guidelines for the conduct of directors and employees of the company.

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