1. The Executive Committee of the Board of Directors shall have all of the powers of the Board of Directors, except those powers specifically reserved by law to the Board of Directors.
2. The Committee shall review and approve matters on behalf of the Board of Directors when:
(i) time or logistical constraints do not permit a meeting of the full Board of Directors during intervals between scheduled meetings; or
(ii) specific transactions or actions have previously been approved in principle by the full Board of Directors and subsequently require a specific resolution for formal approval.
3. Resolutions passed by the Committee shall be reported to the Board of Directors at the next meeting of the Board and, if necessary or appropriate, the Board of Directors will ratify such resolution or action.
4. The Committee shall be appointed by the Board of Directors annually, shall be comprised of a minimum of three directors, at least one of whom shall be unrelated1 and a majority of whom shall be resident Canadians. If an appointment of members of the Committee is not made as prescribed, the members shall continue as such until their successors are appointed.
5. The time and place of the meetings of the Committee, the calling of meetings and the procedure in all things at such meetings shall be determined by the Committee unless otherwise determined by the by-laws of the Corporation or by resolution of the Board of Directors.