Corporate Governance

Corporate Governance Principles and Guidelines

The Board of Directors ("Board") is responsible for the supervision of the management of the Company and for approving the overall direction of the Company in a manner that is in the best interests of the Company and its stakeholders. The Board will participate fully in assessing and approving strategic plans and material prospective decisions proposed by management. To ensure that the principal business risks that are borne by the Company are appropriate, the Board will receive periodic reports from management on the Company's assessment and management of such risks. The Board will regularly monitor the financial performance of the Company, including receiving and reviewing detailed financial information contained in management reports.

The Board will monitor the activities of the senior management through regular meetings and discussions amongst the Board and between the Board and senior management. The Board will hold regular meetings at least four times per year. Additional meetings will be held to address special items of business.

These Principles and Guidelines include the concept that:

  1. the Board adopt a Corporate Communications Policy, and
  2. the Board directly and through its Audit Committee, regularly assess the integrity of the Company's internal control and management information systems.

Composition and Independence of the Board of Directors

Principles and Guidelines to which the Board aspires include:

  1. the Board determining the status of each director as an “independent” director, based on the meaning of “independence” in National Instrument 58-101 Disclosure of Corporate Governance Practices,
  2. the Board be constituted with a majority of directors who are independent,
  3. the Board examining its size with a view to determining the impact of the number of directors upon the effectiveness of the Board,
  4. the Board establishing procedures to enable the Board to function independently of management, and
  5. the Board implementing a system which enables an individual director to engage an outside advisor at the expense of the Company in appropriate circumstances.

Committees of the Board of Directors

Given the aspirations outlined above, the Board will

  1. establish committees of the Board generally composed of independent directors,
  2. expressly assume responsibility, or assign to a committee of directors responsibility for the development of the Company’s approach to governance issues,
  3. populate the Audit Committee with a majority of independent directors, and
  4. appoint a Compensation, Nomination and Governance Committee. This Committee will review, report and, where appropriate,
    1. provide recommendations to the Board proposing new nominees to the Board and other succession planning matters, and
    2. in conjunction with the Board,
      1. monitoring the performance and compensation of senior management,
      2. assessing directors on a on-going basis, and
      3. monitoring corporate governance issues, and where appropriate, recommending to the Board, changes in corporate governance policy.

Limitation of Management's Responsibilities and Authority

The mandate of the Chief Executive Officer ("CEO") is to be responsible for managing the day-to-day operations of the Company, which includes the supervision of the senior management team, the Company's outside consultants and exploration staff. The CEO is responsible for the implementation of the Company's corporate objectives and the resolutions of the Board and the appropriate and timely feedback of the results of these efforts.

Recruitment of New Directors and Assessment of Board Performance

These Principles and Guidelines aspirations also include, in conjunction with the Compensation and Nomination Committee,

  1. the Board implementing a process for assessing the effectiveness of the Board and the committees of the Board and the contribution of individual directors,
  2. the Company providing an orientation and education program for new directors, and
  3. the Board reviewing the adequacy and form of compensation of directors and ensuring that the compensation realistically reflects the responsibilities and risks involved in being an effective director.

Charter of the Audit Committee


The purpose of the Audit Committee will be to:
  • Provide independent review and oversight of the Company's financial reporting process and continuous disclosure risks.
  • Management of the audit process including selection recommendation, oversight and compensation of the Company's external auditors.
  • Provide oversight of the company's risk management , its principal business risks and its internal control of financial reporting
  • Carry out oversight responsibilities respecting compliance with tax, securities and other applicable laws and regulations as well as ethics, the code of conduct and the whistle-blower policy;


The Committee will be comprised of a minimum of three directors as designated by the Board of directors.

Each Committee member shall be elected annually from among Board members at the first Board meeting following the annual general meeting of shareholders or at such other time as the Board may determine. Following such election each Committee member shall hold office for the ensuing year or until the member resigns, is removed by the Board or ceases to be a Director. The Board may at any time change the composition of the Committee by adding or removing members and may fill a vacancy when a Committee member resigns, is removed or for any other reason.

Each Committee member shall be independent as determined by the Board and in accordance with governing corporate and securities laws and applicable stock exchange standards.

All members of the Committee shall be financially literate within the meaning of the applicable securities laws. At least one member of the Committee shall be financially sophisticated which could include a professional accounting designation or past experience in accounting or finance.

The Board shall appoint the Committee Chair and the Secretary of the Company shall be the Committee Secretary.


  1. The Committee will meet as frequently as necessary as determined by the Committee Members and Committee Chair in order to fill the responsibilities described below and in any event at least 4 times per year.
  2. A quorum for a meeting of the Committee shall be a majority of Committee members. No Committee meeting shall be duly constituted and no Committee business shall be transacted at a meeting unless a majority of the members of the Committee are present. The Committee may also act by unanimous written consent of each of its members.
  3. Meeting Agendas will be prepared by the Chair and provided in advance to Committee members along with appropriate briefing materials.
  4. The Chief Executive Officer shall be available to advise the Committee, shall receive notice of all Committee Meetings and may attend meetings at the invitation of the Committee Chair. Any Company Director may attend meetings at the Chair's invitation but may not vote and may not be included for the purposes of quorum requirement.
  5. The proceedings at the Committee meetings will be recorded in minutes of the Committee and after each meeting, the Committee Chair shall report at the Board's next meeting or otherwise respecting the matters discussed, recommendations and resolutions made and actions taken at the Committee meeting.
  6. The Committee may make such procedures and rules as it deems appropriate including rules relating to the holding of meetings in person, by telephone or, if consented to by other Committee members, through the use of any other communication medium which allows all members attending the meeting to hear each other.
  7. The Committee may engage outside consultants to advice in matters relating to its mandate at the Company's expense, without the prior approval of the directors of the Company and after consultation with CEO.


The Chair of the Committee shall have the duties and responsibilities set forth in Appendix "A".

Responsibilities and Duties

The Committee shall have the following responsibilities:
  1. Review and update the Charter periodically.
  2. Oversight of the Company's financial reporting process and continuous discolsure.
    • Review the Company's annual and quarterly financial statements and accompanying MD&A .
    • Monitor financial information that is disseminated to the public or regulatory bodies.
    • Review the annual budget process and adherence thereto.
  3. Oversight of risk management and control.
    • Identify the principal business risks to the company
    • Monitor and review the company's risk management
    • Review internal control over financial reporting and disclosure control
    • Monitor financial statement risk
  4. Oversight of external audit activities
    • Review annually the performance of the external auditors.
    • Review and approve the Audit Plan and Engagement Letter as presented by the external auditors.
    • Confirm the independence of external auditors.
    • Meet with external auditors to review the results of the annual audit.
    • Review the compensation of external auditors.
    • Be advised of and approve any non-audit services provided by external auditors.
    • Recommend to the Board the selection, and where applicable, the replacement of the external auditors nominated annually for shareholder approval.
    • Perform a comprehensive review of the external audit function at least every three years.
  5. Oversight of other responsibilities
    • Monitor compliance with tax and securities laws and regulations
    • Manage the Whistle Blowing function
    • Review corporate ethics and codes of conduct
    • Review of senior executive expenses and consulting expenses

Appendix "A"
Audit Committee - Position Description

The Chair of the Committee shall be principally responsible for overseeing the operations and affairs of the Committee and, in particular, will:
  1. Schedule and settle the agenda for Committee meetings with input from other Committee members, the Chair of the Board of directors and management as appropriate;
  2. Facilitate the timely, accurate and proper flow of information to and from the Committee and the Board;
  3. Chair Committee meetings, including stimulating debate, providing adequate time for discussion of issues, facilitating consensus, encouraging full participation and discussion by individual members and confirming the clarity regarding decision making is reached and adequately recorded;
  4. Hold in-camera sessions as part of Committee meetings;
  5. Ensure that an appropriate system is in place to assess the performance of the Committee as a whole, the Committee's individual members and make recommendations for changes when appropriate;
  6. Carry out such other duties as may reasonably be requested by the Board.
Original Approval Date:
Date last Revised and Approved: March 25, 2014
Approved by: Nominating and Governance Committee and Board of Directors

Whistleblower Policy

Securities Regulators in Canada have established rules requiring the audit committees of public companies to develop procedures for complaints received regarding suspected wrong doing by an employee or contractor for the Company and for a confidential, anonymous submission procedures for employees who have concerns regarding questionable accounting or auditing matters. To meet these requirements, the Sabina Gold & Silver Corp (the “Company” or “Sabina”) Audit Committee of the Board of Directors has developed this Whistleblower Policy.

What is Whistle blowing?

Whistle blowing can be described as giving or reporting information about potential illegal and/or underhanded practices i.e. wrong doing.

What is wrong doing?

Wrong doing involves any unlawful or illegal behavior and can include:

  • An unlawful act whether civil or criminal
  • Breach of or failure to implement or comply with any published Sabina policy
  • Knowingly breaching mandatory federal or provincial laws or regulations
  • Unprofessional conduct
  • Questionable accounting or auditing practices
  • Dangerous practice likely to cause physical harm/ damage to any person or property
  • Failure to rectify or take reasonable steps to report a matter likely to give rise to a significant and avoidable cost to Sabina Gold & Silver Corp.
  • Abuse of power or authority for any unauthorized or ulterior purpose
  • Unfair discrimination or harassment in the course of employment or provision of services
  • Any deliberate environmental infringement
  • Embezzlement or theft of Company property.

The above list is not definitive, but is intended to give an indication of the kind of conduct which might be considered as “wrong doing”.

Who is protected?

Any employee who makes a disclosure or raises a concern under this Policy will be protected if the employee:

  • Discloses the information in good faith
  • Believes it to be substantially true
  • Does not make false allegations
  • Does not seek any personal or financial gain.

Who should you contact?

Anyone with a complaint or concern about the Company should try to contact their supervisor or manager responsible for the group which provides the relevant service, recognizing however, that this depends on the seriousness and sensitivity of the issues involved and who is suspected of wrongdoing. As an alternative, complaints or reports under this Whistleblower Policy and concerns of employees regarding wrong doing may be submitted on a confidential, anonymous basis, to Whistleblower Security Inc., an independent third party reporting service retained by the Company for reporting services only. All reports received by Whistleblower Securities are forwarded directly to the Chair of the Audit Committee for further investigation.

Whistleblower Securities Inc. may be contacted in any of the following ways in any of the English, Inuktitut or Inuinnaqtun languages:

All submissions will have the ability to remain anonymous if they choose. Use of a non-identifiable third party e-mail address may be used to maintain anonymity.

How will Sabina respond?

Sabina will respond positively to your concerns. Where appropriate the matters you raise may:

  • Be investigated by management, the Board of Directors or through a disciplinary process
  • Be referred to the police
  • Be referred to the external auditor
  • Form the subject of an independent inquiry

Some concerns may be resolved by agreed action without the need for investigation. If urgent action is required, this will be taken before any investigation is conducted.

Within 15 calendar days after a concern is raised, the person contacted or a representative will write to you acknowledging the concern has been received and the path of action moving forward.

No Retaliation

Sabina will not tolerate an attempt on the part of anyone to apply any sanction or detriment to any person who has reported a serious and genuine concern that they may have concerning an apparent wrong doing.

Acting in Good Faith

Anyone filing a complaint, submitting a concern or reporting wrongdoing or a violation, or suspected violation, must be acting in good faith and have reasonable grounds for believing the information disclosed. Any allegations which prove to have been made maliciously or knowingly to be false will be viewed as a serious disciplinary offense.

Confidentiality and Anonymity

Sabina will respect the confidentiality of any whistle blowing complaint received when the complainant requests confidentiality. However, it must be understood that it is easier to follow up and to verify complaints if the complainant is prepared to give his or her name. In addition, confidentiality cannot be maintain if such confidentiality is incompatible with a fair investigation or if there is an overriding reason for identifying or otherwise disclosing the identity of the person making the complaint, or if disclosure of the identity of the complainant is required by law. In the event that anonymity is requested the person should contact Whistleblower Security Inc. as outline above.

Code of Business Conduct and Ethics

  1. Introduction

    We require high standards of professional and ethical conduct from our employees. Our reputation with our shareholders, business partners, prospective investors and other stakeholders for honesty and integrity is key to the success of our business. No employee will be permitted to achieve results through violations of laws or regulations, or through unscrupulous dealings.

    We intend that the Company's business practices will be compatible with the economic and social priorities of each location in which we operate. Although customs vary by country and standards of ethics may vary in different business environments, honesty and integrity must always characterize our business activity. If a law conflicts with a policy in this Code, an employee must comply with the law; however, if a local custom or policy conflicts with this Code, employees must comply with the Code. If employees have any questions about these conflicts, they should ask their supervisor how to handle the situation.

    This Code reflects our commitment to a culture of honesty, integrity and accountability and outlines the basic principles and policies with which all employees are expected to comply.

    Please read this Code carefully.

    In addition to following this Code in all aspects of your business activities, employees are expected to seek guidance in any case where there is a question about compliance with both the letter and the spirit of our policies and applicable laws. This Code covers a wide range of business practices and procedures. It does not cover every issue that may arise, but it sets out basic principles to guide all employees of the Company. This Code does not supersede the specific policies and procedures that are or may be covered in the Company's operating manuals or in separate specific policy statements. References in this Code to the "Company" means Sabina Silver Corporation or any of its subsidiaries.

    Reference to "employees" includes officers and directors.

    Those who violate the standards set forth in this Code will be subject to disciplinary action up to and including dismissal.

    If an employee is in a situation that they believe may violate or lead to a violation of this Code, they should follow the guidelines described in Section 16 below.

    Cooperation from all is necessary to the continued success of our business and the cultivation and maintenance of our reputation as a good corporate citizen.
  2. Compliance With Laws, Rules and Regulations

    Compliance with the letter and spirit of all laws, rules and regulations applicable to our business is critical to our reputation and continued success. All employees must respect and obey the laws of the cities, provinces, states and countries in which we operate and avoid even the appearance of impropriety. Not all employees are expected to know the details of these laws, but it is important to know enough to determine when to seek advice from supervisors, managers or other appropriate personnel. The Company may hold information and training sessions to promote compliance with laws, rules and regulations, including insider trading laws.
  3. Conflicts of Interest

    A conflict of interest occurs when an individual's private interest interferes, or appears to interfere, in any way with the interests of the Company. A conflict situation can arise when an employee takes actions or has interests that may make it difficult to perform their work for the Company objectively and effectively. Conflicts of interest also arise when an employee, or a member of their family, receives improper personal benefits as a result of his or her position in the Company. Loans to, or guarantees of obligations of, such persons are likely to pose conflicts of interest, as are transactions of any kind between the Company and any other organization in which the employee or any member of their family have an interest.

    Activities that could give rise to conflicts of interest are prohibited unless specifically approved by the Board of Directors or the Audit Committee. It is not always easy to determine whether a conflict of interest exists, so any potential conflicts of interests should be reported immediately to a supervisor or the Company's general legal counsel.
  4. Corporate Opportunities

    Employees are prohibited from taking for themselves personally opportunities that arise through the use of corporate property, information or position and from using corporate property, information or position for personal gain. Employees are also prohibited from competing with the Company directly or indirectly. Employees owe a duty to the Company to advance the legitimate interests of the Company when the opportunity to do so arises.
  5. Confidentiality

    Employees must maintain the confidentiality of information entrusted to them by the Company or that otherwise comes into their possession in the course of their employment, except when disclosure is authorized or legally mandated. Employees may be required to execute a standard form confidentiality agreement upon starting employment or from time to time during the course of employment. The obligation not to disclose confidential information continues even after an employee has left the Company.

    Confidential information includes all non-public information that may be of use to competitors, or harmful to the Company or its customers, if disclosed. It also includes information that suppliers and customers have entrusted to us.
  6. Protection and Proper Use of Company Assets

    All employees should endeavor to protect the Company's assets and ensure their efficient use. Theft, carelessness and waste have a direct impact on the Company's profitability. Any suspected incidents of fraud or theft should be immediately reported for investigation.

    Company assets, such as funds, products or computers, may only be used for legitimate business purposes or such other purposes as may be approved by management. Company assets may never be used for illegal purposes.

    The obligation to protect Company assets includes proprietary information.

    Proprietary information includes any information that is not generally known to the public or would be helpful to our competitors. Examples of proprietary information include intellectual property, such as trade secrets, patents, trademarks and copyrights, as well as business, marketing and service plans, engineering and manufacturing ideas, designs, databases, records, salary information and any unpublished financial data or reports. Unauthorized use or distribution of this information is a violation of Company policy. It may also be illegal and may result in civil and criminal penalties. The obligation not to disclose proprietary information continues even after an employee has left the Company.
  7. Fair Dealing

    We seek to outperform our competition fairly and honestly. We seek competitive advantages through superior performance, never through unethical or illegal business practices. Stealing proprietary information, possessing trade secret information obtained without the owner's consent or inducing the disclosures of proprietary information or trade secrets by past or present employees of other companies is prohibited. Each employee should endeavor to deal fairly with the Company's customers, suppliers, competitors and employees. No employee should take unfair advantage of anyone through illegal conduct, manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair-dealing practice.
  8. Discrimination and Harassment

    We value the diversity of our employees and are committed to providing equal opportunity in all aspects of employment. Abusive, harassing or offensive conduct is unacceptable, whether verbal, physical or visual. Examples include derogatory comments based on racial or ethnic characteristics and unwelcome sexual advances. Employees are encouraged to speak out when a co-worker's conduct makes them uncomfortable, and to report harassment when it occurs.
  9. Safety and Health

    We are all responsible for maintaining a safe and healthy workplace by following safety and health rules and practices. The Company is committed to keeping its workplaces free from hazards. Please report any accidents, injuries, unsafe equipment, practices or conditions immediately to a supervisor or other designated person. Threats or acts of violence or physical intimidation are prohibited.

    In order to protect the safety of all employees, employees must report to work in condition to perform their duties and free from the influence of any substance that could prevent them from conducting work activities safely and effectively. The use of illegal drugs in the workplace is prohibited.
  10. Financial Statements and Recordkeeping

    Honest and accurate recording and reporting of information is critical to our financial reporting and our ability to make responsible business decisions. The Company's accounting records are relied upon to produce reports for the Company's management, shareholders, creditors, governmental agencies and others. Our financial statements and the books and records on which they are based must truthfully and accurately reflect all corporate transactions and conform to all legal and accounting requirements and our system of internal controls. A separate Code of Ethical Conduct for Financial Managers forms part of this Code as Schedule "A".

    All employees have a responsibility to ensure that the Company's records, including accounting records, do not contain any false or intentionally misleading entries. We do not permit intentional misclassification of transactions as to accounts, departments or accounting periods. All transactions must be supported by accurate documentation in reasonable detail and recorded in the proper account and in the proper accounting period.

    All Company books, records, accounts and financial statements must be maintained in reasonable detail, must appropriately reflect Company transactions and must conform to both applicable legal requirements and the system of internal controls of the Company. Unrecorded or "off the books" funds or assets should not be maintained unless permitted by applicable laws or regulations.

    Business records and communications may become public through legal or regulatory investigations or the media. We should avoid exaggeration, derogatory remarks, legal conclusions or inappropriate characterizations of people and companies. This applies to communications of all kinds, including e-mail and informal notes or interoffice memos. Records should be retained and destroyed in accordance with the Company's records storage and retention policy.
  11. Use of E-Mail and Internet Services

    E-Mail systems and internet services are provided to help us do work. Incidental and occasional personal use is permitted, but never for personal gain or any improper purpose. An employee may not access, send or download any information that could be insulting or offensive to another person, such as sexually explicit material or jokes, unwelcome propositions, ethnic or racial slurs, or any other message that could be viewed as harassment. Also remember that "flooding" our systems with junk mail and trivia hampers the ability of our systems to handle legitimate Company business and is prohibited.

    Employees should not download copyrighted materials, should not copy material that is not licensed to the Company and should follow the terms of a license when using material that is licensed to the Company. No changes should be made to licensed materials without the prior consent of the Company. In addition, employees are discouraged from downloading games and screensavers, as these are common sources of viruses.

    Messages (including voice mail) and computer information are considered the Company's property and there should not be any expectation of privacy. Unless prohibited by law, the Company reserves the right to access and disclose this information as necessary for business purposes. Employees should use good judgment, and should not access, send messages or store any information that they would not want to be seen or heard by other individuals.
  12. Political Activities and Contributions

    We respect and support the right of our employees to participate in political activities. However, these activities should not be conducted on Company time or involve the use of any Company resources such as telephones, computers or supplies. Employees will not be reimbursed for personal political contributions.

    We may occasionally express our views on local and national issues that affect our operations. In such cases, Company funds and resources may be used, but only when permitted by law and by our strict guidelines. The Company may also make limited contributions to political parties or candidates in jurisdictions where it is legal and customary to do so. No employee may make or commit to political contributions on behalf of the Company without the approval of senior management.
  13. Gifts and Entertainment

    Business gifts and entertainment are customary courtesies designed to build goodwill among business partners. These courtesies include such things as meals and beverages, tickets to sporting or cultural events, discounts not available to the general public, travel, accommodation and other merchandise or services. In some cultures they play an important role in business relationships. However, a problem may arise when such courtesies compromise -- or appear to compromise -- our ability to make objective and fair business decisions.

    Offering or receiving any gift, gratuity or entertainment that might be perceived to unfairly influence a business relationship should be avoided. These guidelines apply at all times, and do not change during traditional gift-giving seasons. No gift or entertainment should ever be offered, given, provided or accepted by any director or employee of the Company, or by any family member of a director or employee, unless it (1) is not a cash gift, (2) is consistent with customary business practices, (3) is not excessive in value, (4) cannot be construed as a bribe or payoff and (5) does not violate any applicable laws or regulations. If it is uncertain whether any gifts or proposed gifts are appropriate then a supervisor should be consulted.
  14. Waivers of this Code of Business Conduct and Ethics

    Any waiver of this Code with respect to a director or officer of the Company may be made only by the Board of Directors or the Audit Committee. Any such waiver will be promptly disclosed to the extent required by applicable laws or stock exchange regulations.
  15. Reporting of any Illegal or Unethical Behavior

    We have a strong commitment to conduct our business in a lawful and ethical manner. Employees are encouraged to talk to supervisors, managers or other appropriate personnel when in doubt about the best course of action in a particular situation and to report violations of laws, rules, regulations of this Code. We prohibit retaliatory action against any employee who, in good faith, reports a possible violation. It is unacceptable to file a report knowing it to be false.
  16. Compliance Procedures
    • This Code cannot, and is not intended to, address all of the situations an employee may encounter. There will be occasions where an employee is confronted by circumstances not covered by policy or procedure and where one must make a judgment as to the appropriate course of action. Since we cannot anticipate every situation that may arise, it is important for the Company to set forth a general way to approach a new question or problem. These are the steps to keep in mind:
    • Make sure you have all of the facts. In order to reach the right solutions, you must be as fully informed as possible.
    • Ask yourself what you are specifically being asked to do. This analysis will enable you to focus on the specific issues that are raised and the available alternatives. Use your judgment and common sense. If something seems unethical or improper, it probably is.
    • Clarify your responsibility and role. In most situations, there is shared responsibility. Are your colleagues informed? It may help to get others involved and to discuss the problem.
    • Discuss the problem with your supervisor. This approach is best in most if not all situations. Your supervisor may be more knowledgeable about the issue and will appreciate being brought into the process. It is a supervisor's responsibility to help you to solve problems.
    • Seek help from Company resources. In the rare instance in which it may not be appropriate to discuss an issue with your supervisor, or in which you feel uncomfortable approaching your supervisor, discuss the problem with the Company's general legal counsel. If you prefer to write, address your concerns to the Company's general legal counsel or the Chief Executive Officer.
    • You may report ethical violations in confidence and without fear of retaliation. If your situation requires that your identity be kept secret, the Company will protect your anonymity. The Company does not permit retaliation of any kind against employees for good faith reports of ethical violations. An officer or employee who retaliates against someone who has reported an ethical violation in good faith is subject to discipline up to and including termination of employment. These procedures are intended to encourage and enable employees and others to raise serious concerns within the Company rather than seeking resolution outside the Company.
    • Ask first. If you are unsure of the proper course of action, seek guidance before you act.

Schedule "A": Code of Ethical Conduct for Financial Managers


This Code of Ethical Conduct for Financial Managers ("Code") applies to all Financial Managers of Sabina Silver Corporation (the "Company"). Financial Managers are the Company's principal executive officer, principal financial officer, principal accounting officer(s), controller or any person performing similar functions.

This Code covers a wide range of financial and non-financial business practices and procedures. This Code does not cover every issue that may arise, but it sets out basic principles to guide all Financial Managers of the Company. If a law or regulation conflicts with a policy in this Code, the Financial Manager must comply with the law or regulation. If a Financial Manager has any questions about this Code or potential conflicts with a law or regulation, they should contact the Company's Board of Directors, Audit Committee or the Company's general legal counsel.

Each Financial Manager shall recognize that Financial Managers hold an important and elevated role in corporate governance. They are uniquely capable and empowered to ensure that the Company's, its stockholders' and other stakeholders' interests are appropriately balanced, protected and preserved. Accordingly, this Code provides principles to which Financial Managers are expected to adhere and advocate. The Code embodies rules regarding individual and peer responsibilities, as well as responsibilities to the Company, the stockholders, other stakeholders and the public.

Financial Code Principles and Responsibilities

Financial Managers shall adhere to and advocate to the best of their knowledge and ability the following principles and responsibilities governing their professional and ethical conduct.

  1. Act with honesty and integrity, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships. A "conflict of interest" exists when an individual's private interests interfere or conflict in any way (or even appear to interfere or conflict) with the interests of the Company.
  2. When disclosing information to constituents, provide them with information that is accurate, complete, objective, relevant, timely and understandable. Reports and documents that the Company files with the Securities and Exchange Commission or releases to the public shall contain full, fair, accurate, timely and understandable information. The principal Executive Officer and principal Financial Officer shall review the annual and quarterly reports, certify and file them with the Securities and Exchange Commission(s).
  3. Comply with rules and regulations of federal, state, provincial and local governments, and other appropriate private and public regulatory agencies.
  4. Act in good faith, responsibly, with due care, competence and diligence, without misrepresenting material facts or allowing their independent judgment to be subordinated.
  5. Protect and respect the confidentiality of information acquired in the course of their work except when authorized or otherwise legally obligated to disclose. Confidential information acquired in the course of their work shall not be used for personal advantage.
  6. Achieve responsible use of and control over all assets and resources employed by or entrusted to them.
  7. Promptly report code violations to the Company's Chairman of the Board and Audit Committee Chairman.

Waivers of the Code

Any waiver of this Code for Financial Managers may be made only by the Audit Committee of the Board of Directors and will be promptly disclosed as required by law or the private regulatory body. Requests for waivers must be made in writing to the Company's Chairman of the Board and Audit Committee Chairman prior to the occurrence of the violation of the Code.

Reporting of Violations of the Code, Illegal or Unethical Behavior

Financial Managers should report observed violations of the Code and illegal or unethical behavior to the Company's Chairman of the Board and Audit Committee Chairman. All reports will be treated in a confidential manner and it is the Company's policy to not allow retaliation for reports made in good faith of misconduct by others. The Company's Audit Committee will lead all investigations of alleged violations or misconduct. Financial Managers are expected to cooperate in internal investigations of misconduct and violations of this Code.

Violations of the Code

Financial Managers who violate the standards of this Code will be subject to disciplinary action, which may include termination of employment, civil action and/or referral to law enforcement agencies for criminal prosecution.

Charter of the Compensation Committee


The purpose of the Compensation Committee will be to:
  • To assess the Company's policies and practices respecting compensation of senior officers and directors of the Company and to advise the Company's Board of Directors (the "Board") respecting the same; and
  • To oversee the preparation of the Company's public disclosure regarding executive compensation practices.


The Committee will be composed of at least 3 directors of the Company, all of whom shall be independent directors as required by National Instrument 58-101. The members of the Committee and the Committee Chair will be appointed by the Board and will serve until they resign, are removed by the Board, or their successors are appointed by the Board. The Board may at any time change the composition of the Committee by adding or removing members. Where a Committee Member ceases to be a Committee member (as a result of resignation, removal or for any other reason), the Board may fill the resulting casual vacancy. A member of the Committee who ceases to be a director shall also cease to be a member of the Committee.


  1. The Committee will meet at least 2 times a year and may schedule such additional meetings as the Committee members or the Committee Chair determine to be necessary for the performance of the Committee's duties.
  2. A quorum for a meeting of the Committee shall be a majority of the members of the Committee. No Committee meeting shall be duly constituted and no Committee business shall be transacted at a meeting unless a majority of the members of the Committee are present.
  3. At each meeting the Committee shall designate a member or some other person to record the proceedings of the meeting and to prepare minutes of the Committee meeting. After each meeting, the Committee shall provide a report to the Board respecting the matters discussed, recommendations and resolutions made and actions taken at the meeting.
  4. A committee member may participate in a meeting in person, by telephone or, if consented to by other Committee members, through the use of any other communication medium which allows all members attending the meeting to hear each other.
  5. The Committee may pass resolutions or otherwise take actions without holding a meeting if all of the members of the committee consent to such action or resolution in writing.
  6. Board members who are not Committee members may attend Committee meetings at their discretion. The Committee may request the presence of the chief executive officer and other members of senior management at Committee meetings if the Committee is of the view that their input will be necessary or useful in the context of matters to be discussed at a meeting.
  7. The Committee may, at the Company's expense (provided such expense is not unreasonable in the circumstances), retain the services of outside consultants, experts or advisers to assist the Committee with the performance of its duties and responsibilities as set out in this mandate. Board approval will generally not be required prior to the Committee incurring expenses for consultants, experts and advisers, but the Board may set a maximum annual amount which may be paid for consultants, experts and advisers without prior Board approval.

Powers and Responsibilities

The Committee shall have the following powers and responsibilities:
  1. Considering the compensation policies of other companies of various sizes within the Company's industry and in other industries, with a view to determining appropriate compensation levels, policies and mechanisms for the Company.
  2. Reviewing the Company's compensation policies and procedures and making recommendations to the Board respecting proposed changes to such policies and procedures.
  3. Reviewing the sufficiency and form of compensation paid to senior officers and directors of the Company and ensuring that the compensation paid reflects the risks and responsibilities of the position in question, in light of the size and nature of the Company's business and compensation paid by companies of similar size and engaged in similar businesses.
  4. Reviewing the performance of senior management and Board members and making annual recommendations to the Board respecting the amount and form of compensation to be paid to key management and Board members.
  5. Overseeing the administration of the company's stock option plan and making recommendations to the Board respecting option grants to management, directors, employees, consultants and other service providers.
  6. Reviewing pension plans, stock option plans, stock based compensation plans and other incentive/compensation plans and making recommendations to the Board respecting the adoption or revision of such plans.
  7. Ensuring that the Company's various compensation policies and plans are competitive with those of similar businesses.
  8. Reviewing disclosure respecting executive and director compensation contained in the Company's information circular respecting its annual shareholder meeting (or any other information circular or other document requiring such disclosure), including the statement of executive compensation, assessing compliance with applicable securities laws and recommending any necessary changes.