Corporate Governance Audit Committee

Audit Committee

The primary purpose of the Audit Committee will be to assist the Board in discharging its oversight and evaluation responsibilities in relation to the Company's financial disclosure and financial reporting practices. In general, the Audit Committee will oversee the Company's financial reporting process and will review and make recommendations to the Board regarding the annual financial statements, the interim financial statements and related management's discussion and analyses. The Board will develop and annually review written terms of reference outlining the Audit Committee's roles and responsibilities and provide appropriate guidance to committee members as to their duties.

The Audit Committee will meet at least once per fiscal quarter and will consist of a minimum of three directors, each of whom will be "independent" and "financially literate" in accordance with the meanings given to those terms under applicable securities laws.