The purpose of the Compensation and Human Resources Committee is to assist the Board in fulfilling its duties regarding human resources, compensation matters and the corporate succession planning.

COMPOSITION
The Committee shall be comprised of at least three independent directors, as defined by the Toronto Stock Exchange Guidelines and the recent New York Stock Exchange Regulations. Members of the Committee shall be appointed annually, following the annual general meeting of the Corporation.  The Chairman of the Compensation and Human Resources Committee is appointed each year by the Board.

MEETINGS
The Committee shall meet as deemed necessary in order to carry out its duties effectively.   The quorum at any meeting of the Compensation and Human Resources Committee is a majority of its members. The Secretary or Assistant Secretary of the Corporation acts as the secretary of the Compensation and Human Resources Committee. The Chairman of the Compensation and Human Resources Committee develops the agenda for each meeting of the Compensation and Human Resources Committee in consultation with the Chief Executive Officer (“CEO”) of the Corporation. The agenda and the appropriate meeting materials are provided to members of the Compensation and Human Resources Committee on a timely basis prior to any meeting of the Compensation and Human Resources Committee.

DUTIES AND RESPONSIBILITIES
To carry out its responsibilities, the Committee shall:

1. Review its charter annually and recommend changes to the Board when necessary.
2. Review the Corporation’s Human Resources policies and procedures with respect to human resources hiring, assessment, compensation, succession planning and labour issues and to confirm that appropriate human resources systems such as hiring policies, competency profiles, training policies and compensation structures are in place so that the Corporation can attract, motivate and retain the quality of personnel required to meet its business objectives.
3. Annually review the individual objectives established by the CEO for each Senior Vice-President of the Corporation and the objectives which were established for the CEO.
4. Annually develop and recommend to the Board for approval the CEO’s compensation, including salary, bonus, long term incentive grants and benefits plan, having previously received from the Board or a committee thereof, an assessment of the degree to which the CEO has achieved the objectives which were established for the CEO.
5. Review with the CEO his evaluation of the performance of the Senior Vice-Presidents of the Corporation, including an assessment by the CEO of the degree to which the Senior Vice-Presidents have achieved the individual objectives which were established for them and his recommendations for their individual compensation, including salaries, bonuses, long term incentive grants and benefit plans.
6. Review with the CEO his recommendations for the overall compensation program for all other officers and employees, including salaries, bonuses, long term incentive grants, benefit plan, and any similar plans  and recommend the final proposals to the Board for approval.
7. Review with the CEO his recommendations for the bonus plans of the Corporation including establishing the corporate objectives for bonus plans at the beginning of each year and measuring the degree of realization of same at the end of each year and recommending the total bonus pool or pools to the Board for approval.
8. Review the Corporation’s management succession plan and ensure that qualified personnel are available and continually trained for succession to any key positions in the organization and report to the Board on the status of the Corporation’s succession plans. The Compensation and Human Resources Committee should be aware of and recommend to the Board specific succession plans for the CEO and the Senior Vice Presidents of the Corporation.
9. Review the Compensation and Human Resources Committee disclosure in the Information Circular and / or the Annual Report.
10. The Compensation and Human Resources Committee may, in appropriate circumstances, engage outside advisors, subject to advising the Chairman of the Board thereof.
11. The minutes of the Compensation and Human Resources Committee meetings are approved by the Compensation and Human Resources Committee and submitted to the Board for information purposes.

ACCOUNTABILITY
The Committee shall present a verbal or written report of its meetings, discussions and recommendations at the next scheduled meeting of the Board.

TIMETABLE
The Committee's schedule will be as follows and may be amended, from time to time, by the Chairman of the Committee.