Code of Business Conduct and Ethics

The Board is responsible for adopting and maintaining a written code of business conduct and ethics (the"Code”) applicable to all directors, officers and employees of the Company and its subsidiaries. The Code shall constitute written standards that are reasonably designed to promote integrity and deter wrongdoing and shall address the following issues:

• conflicts of interest, including transactions and agreements in respect of which a director or executive officer has a material interest
• protection and proper use of corporate assets and opportunities
• confidentiality of corporate information
• fair dealing with the Company’s security holders, suppliers, competitors and employees
• compliance with laws, rules and regulations
• reporting of any illegal or unethical behaviour

The Board is responsible for monitoring compliance with the Code. Any waivers from the Code shall be granted by the Board only.

Compensation Matters

The Board is responsible for overseeing compensation matters (including compensation of officers and other senior management personnel and approving the Company’s annual compensation budget) and to assist it with these responsibilities, the Board has established the Compensation Committee. More specifically, the Board is responsible for approving:

• the CEO’s compensation level, after consideration of the evaluation conducted by and the recommendations of the Compensation Committee
• director compensation, incentive-compensation plans and equity-based plans, after consideration of the recommendations of the Compensation Committee.