The Board of Directors, either directly or through Board Committees, is responsible for the management or supervision of the business and affairs of the Company with the objective of enhancing shareholder value. The Board believes that sound corporate governance is essential to the well-being of the Company, and the promotion and protection of its interests as well as those of all of its stakeholders.

The Board has adopted a mandate which reflects the Company's commitment to high standards of corporate governance, to assist the Board in supervising the management of the business and affairs of the Company as required under applicable laws and regulations. The Board regularly monitors the financial performance of the Company, including receiving and reviewing detailed financial information contained in management reports. The Board promotes fair reporting, including financial reporting, to interested persons as well as ethical and legal corporate conduct through an appropriate system of corporate governance, internal controls and disclosure controls. The Board believes that the Company is best served by a Board of Directors which functions independently of management and is informed and engaged.