The Human Resources and Compensation Committee (the "Committee") is a standing committee appointed by the Board. The Committee shall assist the Board in discharging the Board's oversight responsibilities relating to the attraction, compensation, evaluation and retention of key senior management employees, and in particular the Chief Executive Officer, with the skills and expertise needed to enable the Company to achieve its goals and strategies at fair and competitive compensation and appropriate performance incentives. In addition, the Committee is responsible for producing an annual report on executive compensation for inclusion in the Company's annual proxy circular in accordance with applicable rules and regulations.

Procedures, Powers And Duties

In addition to the procedures and powers set out in the resolution of the Board establishing this Committee, the Committee shall have the following procedures, powers and duties:

1. General

(a) Composition - Each member of the Committee shall be both an "unrelated" director and "independent" director (as such terms are defined from time to time under the requirements or guidelines for compensation committee service under applicable securities laws and the rules of any stock exchange on which the Company's securities are listed for trading).

(b) Separate Executive Meetings - The Committee shall meet at least twice every year, and more often as warranted, with the Chief Executive Officer and the head of the human resources department to discuss any matters that the Committee or either of these individuals believes should be discussed privately. However, the Committee shall also meet periodically without management present.

(c) Professional Assistance - The Committee may retain special legal, accounting, financial or other consultants to advise the Committee at the Company's expense including sole authority to retain and terminate any executive compensation consulting firm and to approve any such firm's fees and other retention terms.

(d) Reporting to the Board - The Committee will report through the Committee Chair to the Board following meetings of the Committee on matters considered by the Committee.

Compensation of Senior Officers

2. The Committee shall annually:

(a) review the position description of the Chief Executive Officer and approve annual performance goals and criteria for the Chief Executive Officer, evaluate the performance of the Chief Executive Officer against such position description and applicable performance goals and criteria and based on this evaluation recommend to the Board the Chief Executive Officer's compensation;

(b) review the Chief Executive Officer's evaluation of the performance of the other officers of the Company appointed by the Board (collectively, the "Designated Employees") and review and recommend to the Board the Chief Executive Officer's recommendations with respect to the amount of compensation to be provided to the Designated Employees;

(c) review and assess the competitiveness and appropriateness of the compensation package of the Chief Executive Officer and each of the Designated Employees. In conducting such review, the Committee shall consider:

(i) the compensation packages of the Chief Executive Officer and the Designated Employees for the prior year;

(ii) the Committee's evaluation of the performance of the Chief Executive Officer and the Chief Executive Officer's evaluation of the performance of the respective Designated Employees;

(iii) the Company's performance and relative shareholder return, as well as other key measures of performance;

(iv) whether the compensation package reflects an appropriate balance between salary and incentive compensation, as well as the mix between short and longer-term incentives to improve performance of the Company;

(v) the competitiveness of the compensation package, including the value of similar incentive awards and benefits such as pensions and supplementary executive retirement plans, paid to equivalent officers and positions at comparable companies;

(vi) the impact of the level and form of awards on the Company and its shareholders from a tax, accounting, cash flow and dilution perspective; and

(vii) the awards given to the Chief Executive Officer and Designated Employees in previous years.

3. The Committee shall review and approve any employment contracts or arrangements with the Chief Executive Officer and each of the Designated Employees, including any retiring allowance arrangements, severance payments or any similar arrangements to take effect in the event of a termination of employment and any change of control agreements.

Compensation Policies

4. The Committee shall review and recommend to the Board any new incentive compensation and equity compensation plans of the Company.

5. The Committee shall administer all equity compensation plans of the Company, including the Company's stock option plan, and make recommendations respecting grants of equity and options, including recommending who should receive equity and option grants and the terms thereof, the overall level of equity granted, including outstanding options, and any changes to the equity compensation plans.

6. The Committee shall review at least annually, a report from management pertaining to the performance and funding of the pension, supplementary pension and other benefits plans of the Company and its subsidiaries.

Succession Planning

7. The Committee shall review and recommend to the Board annually, or more frequently as required, management's succession plans for the Chief Executive Officer and Designated Employees, including the specific development plans and career planning for potential successors to occupy these positions.

8. The Committee shall review plans in respect of an unexpected incapacitation of the Chief Executive Officer and Designated Employees.

9. The Committee shall review annually, the organization and reporting structure for senior management with the Chief Executive Officer.

Reporting Requirements

10. The Committee shall annually prepare in accordance with all applicable rules and regulations a report on executive compensation that shall be disclosed in the proxy circular prepared in connection with the Company's annual meeting of shareholders.


11. The Committee may undertake on behalf of the Board such other compensation initiatives as may be necessary or desirable to contribute to the success of the Company and enhance shareholder value.

This Charter

The Committee shall review and reassess the adequacy of this Charter at least annually and otherwise as it deems appropriate and recommend changes to the Board. Each year the Committee shall review its performance with reference to this Charter.

The Committee shall ensure that this Charter is disclosed on the Company's website and that this Charter or a summary of it which has been approved by the Committee is disclosed in accordance with all applicable securities laws or regulatory requirements in the annual proxy circular or annual report of the Company.

Dated December 2003