Independent Functioning of the Board
The Board of Directors believe that there are a number of processes in place to assist the performance of the Board, independently of management. The Board is fifty percent of unrelated directors. The Audit Committee Chairman is an unrelated directors. A significant number of agenda items are mandatory and recurring. Board meetings are scheduled at least one full year in advance. Any director may call a meeting of the Board or a meeting of a committee of which the director is a member. Regularly, the unrelated directors hold meetings in the absence of the related directors.

Board Expectations of Management
The Board expects management to propose and, after Board approval, to execute the Company's strategic direction, long-term plans, goals and targets. The Board also looks to management to be accountable for the Company's financial and competitive performance. It also expects management to provide the Board with timely, complete and accurate information on the business operations of the Company. It also calls for management to provide for the development of senior executives and to plan for their succession. The Board is responsible for supervising the management of the business and affairs of the Corporation. The Board fulfills its obligations and executes its responsibilities by preparation for attendance at regularly scheduled meetings and through its committees. At meetings of the Board, directors receive and review reports, prepared by management, on the business dealings and financial performance of the Corporation. The Board oversees major corporate plans, including strategic plans, plans for management development and succession, and plans for business development. The Board examines the integrity of internal controls, management information, and systems to distinguish the principal risks to the Company's business.

Composition of the Board
The Board of directors is currently composed of four directors, two of whom are not related to the Company.

Mr. Paul Cox is the Lead Director of the Board.

The Board believes that the two unrelated directors are autonomous of management and do not have any interest, business or other relationship that could be perceived to interfere with their ability to act in the best interest of the Company.
 

BOARD COMMITTEES
Audit Committee
Richard Godfrey, Chair

The audit committee, comprised of two unrelated directors and the Company’s Chief Investment Officer, reviews the Company's annual and quarterly financial statements, accounting practices, business and financial controls. The internal audit program and its findings are reviewed with the committee. It also recommends to the directors the external auditors to be appointed by the shareholders at each annual meeting, reviews their audit work plan and approves their fees. The shareholders' auditors attend and participate in all meetings.