Audit Committee

Compensation Committee

Corporate Governance and Nominating Committee

Statement of Corporate Governance Practices

The Board of Directors of the Corporation (the "Board") has considered the Corporate Governance Guidelines set forth in National Policy 58-201. A description of the Corporation's corporate governance practices is set out below in response to the requirements of National Instrument 58-101, "Disclosure of Corporate Governance Practices".

Many of the items for which disclosure is required are dealt with in the Mandate of the Board of Directors of the Corporation, which is set out, in its entirety, below.
Mandate of the Board Of Directors

1. GENERAL

The Board of Directors (the "Board") believes that sound corporate governance practices are essential to the well-being of the Corporation and the promotion and protection of its shareholders' interests. The Board oversees the functioning of the Corporation's governance system, in part through the work of the Corporate Governance and Nominating Committee.

The Board has adopted this Mandate, which reflects the Corporation's commitment to high standards of corporate governance, to assist the Board in supervising the management of the business and affairs of the Corporation as required under applicable law and stock exchange rules and requirements.

The fundamental responsibility of the Board is to supervise the management of the business and affairs of the Corporation with a view to sustainable value creation for all shareholders.

The Board promotes fair reporting, including financial reporting, to shareholders of the Corporation and other interested persons as well as ethical and legal corporate conduct through an appropriate system of corporate governance.

The Corporate Governance and Nominating Committee will review this Mandate annually, or more often if warranted, and recommend to the Board such changes as it deems necessary and appropriate in light of the Corporation's needs and legal and regulatory developments.

2. BOARD COMPOSITION

(a) Board Membership Criteria

The Corporate Governance and Nominating Committee is responsible for establishing the competencies and skills that the Board considers to be necessary for the Board, as a whole, to possess; the competencies and skills that the Board considers each existing director to possess; and the competencies and skills each new candidate to be elected by shareholders will bring to the Board.

The Corporate Governance and Nominating Committee recommends candidates for initial Board membership and Board members for nomination. In making its recommendations, the Corporate Governance and Nominating Committee focuses on the competencies, skills and personal qualities of the candidates as well as the business experience that the candidates possess to enhance the Board's decision-making process and the overall management of the business and affairs of the Corporation.

Directors must have sufficient time to carry out their duties and not assume responsibilities which would materially interfere with or be incompatible with Board membership. Directors who change their principal occupation are expected to advise the Corporate Governance and Nominating Committee.

(b) Director Independence

The Board's composition and procedures are designed to permit it to function independently from management and to promote and protect the interests of all shareholders. The Board believes that, except during periods of temporary vacancies, a majority of its members should be Independent Directors.

The Board will determine whether a director is an independent director ("Independent Director"), within the meaning of Multilateral Instrument 52-110, as the same may be amended or replaced from time to time ("MI-52-110").

The Board will review the independence of all directors on an annual basis and will publish its determinations in the management information circular relating to the Corporation's annual meeting. To facilitate this review, directors will be asked to provide the Board with full information regarding their business and other relationships with the Corporation and its affiliates and with senior management and their affiliates. Directors have an ongoing obligation to inform the Board of any material changes in their circumstances or relationships which may affect the Board's determination as to their independence.

(c) Board Size

The current Board is composed of five directors. The Board considers a minimum of three directors to be an appropriate size for effective decision‑making and committee work given the nature of the Corporation's operations. The Board will review its size from time to time to determine whether a smaller or larger number of directors would be appropriate.

(d) Term

All directors are elected at the annual meeting of shareholders of the Corporation for a term of one year. The Board does not believe it should establish term limits or mandatory retirement ages for its members as such limits may deprive the Corporation and its shareholders of the contributions of members who have been able to develop, over time, valuable insights into the Corporation, its strategy and business operations.

(e) Board Succession

The Board is responsible for maintaining a Board succession plan that is responsive to the Corporation's needs and the interests of its shareholders.

(f) Service on Other Boards

The Board believes that the Corporation can benefit from the experience and insight its members may gain from serving as director, trustee or in other similar positions for other public companies, government agencies or other entities. In agreeing to assume such roles, however, members of the Board must ensure that their commitments do not create a conflict of interest or interfere with their ability to fulfill their duties as members of the Board. Directors must also be mindful of the number of other public company boards and committees on which they serve, to ensure that they remain able to devote the required time to the performance of their duties for the Corporation. Upon accepting an appointment to the board of another public company, a director should advise the Chair of the Nominating and Corporate Governance Committee.

3. DIRECTORS' DUTIES AND RESPONSIBILITIES

Directors must act honestly and in good faith with a view to the best interests of the Corporation and its shareholders and in connection therewith must exercise the degree of care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. In order to fulfill this responsibility, each director is expected to:

• participate, with management, in developing strategic plans and amend business plans and approve such plans;
  
• develop and maintain a thorough understanding of the Corporation's operational and financial objectives, financial position and performance and the performance of the Corporation relative to its principal competitors;
  
• diligently prepare for each meeting, including reviewing all meeting materials distributed in advance;
  
• actively and constructively participate in each meeting, including seeking clarification from management and outside advisors where necessary to fully understand the issues under consideration;
  
• engage in continuing education programs for directors, as appropriate; and
  
• diligently attend all meetings of the Board and any committee of which he or she is a member.
  

4. BOARD DUTIES AND RESPONSIBILITIES

In fulfilling its responsibilities, the Board is, among other matters, responsible for the following matters.

(a) Appointment and Supervision of the Chief Executive Officer and Senior Management

The Board appoints the Chairman, the Chief Executive Officer and other members of senior management, and through the Chief Executive Officer approves their compensation and, as permitted by applicable law, delegates to senior management responsibility for the day-to-day operations of the Corporation.

The Board will establish and maintain a position description for the Chairman and the Chief Executive Officer.

(b) Strategic Planning and Risk Management

The Board will develop with management a strategic plan and annual business plans in accordance with the Corporation's public documents and will approve such plans. In this regard, the Board will:

• adopt a strategic planning process and review and approve on an annual basis a business plan developed with management which includes rigorous but realistic goals and takes into account, among other things, the opportunities and risks of the business;
  
• approve business and operational policies within which management will operate in relation to capital expenditures, acquisitions and dispositions, disclosure and communications, finance and investment, risk management, human resources;
  
• set annual corporate performance targets consistent with the Corporation's strategic plan;
  

(c) Financial Reporting and Management

On the advice of the Audit Committee, which has primary carriage of such matters, the Board will:

• approve the Corporation's annual and interim financial statements and related management's discussion and analysis and review and oversee the integrity of the Corporation with respect to its compliance with applicable audit, accounting and financial reporting requirements;
  
• approve annual operating and capital budgets;
  
• review operating and financial performance results relative to established strategies, plans, budgets and objectives.
  

(d) Disclosure, Communications and Insider Trading

On the advice of the Corporate Governance and Nominating Committee, which has primary carriage of such matters, the Board will satisfy itself that appropriate policies are in place regarding public disclosure, communications and restricted trading by insiders. In this regard, the Board will periodically review its written disclosure and insider trading policy in order to:

• disclose all material information in compliance with the Corporation's timely disclosure obligations and to prevent selective disclosure of material information to analysts, institutional investors, market professionals and others;
  
• verify that news releases and corporate documents issued by the Corporation and public oral statements made by or on behalf of the Corporation are accurate and do not contain a misrepresentation;
  
• inform all directors, officers, and other employees of the Corporation about their obligation to preserve the confidentiality of undisclosed material information about the Corporation; and
  
• inform all directors, officers and other employees of the Corporation about prohibitions on illegal insider trading and tipping under applicable law and stock exchange rules.
  

(e) Corporate Governance

On the advice of the Corporate Governance and Nominating Committee, which has primary carriage of such matters, the Board will:

• establish an appropriate system of corporate governance including practices to facilitate the Board's independence;
  
• establish committees and approve their respective charters and the limits of authority delegated to each committee;
  
• establish appropriate processes for the regular evaluation of the effectiveness of the Board and its committees and the contributions of individual directors;
  
• approve the nomination of directors;
  
• review the adequacy and form of directors' compensation to confirm that it realistically reflects the responsibilities and risks involved in being a director; and
  
• provide an opportunity for Independent Directors to meet separately at every Board meeting.
  

(f) Approval of Certain Other Matters

Notwithstanding the delegation to management of the authority to manage the business of the Corporation, the Board must approve the following:

• any material departure from an established strategy, operating or capital budget or corporate policy approved by the Board;
  
• the entering into of any agreement or transaction, the performance of which could result in an actual or contingent liability that would be material to the Corporation;
  
• those matters which may not be delegated by the Board under applicable corporate law; and
  
• such other matters as the Board may, from time to time, determine require its approval.
  

5. ROLE OF MANAGEMENT

Management is responsible, on a shared basis with and with the approval of the Board, for developing strategy, and directly responsible for implementing strategy. Management is also responsible for safeguarding the Corporation's assets and for creating wealth for shareholders. When management performance is inadequate, the Board has the responsibility to bring about appropriate change, and when management performance is effective, the Board will reward management accordingly.

The Corporation's governance policies are designed to create autonomy and effective decision-making of management, and to ensure appropriate oversight by the Board and its committees. Management of the Corporation is under the direction and control of the the Chief Executive Officer. Senior management, through the Chief Executive Officer, reports to and is accountable to the Board.
Management is responsible for developing a strategic plan and an annual business plan, including an annual operating and capital budget, for review and approval by the Board. The Board's approval of the business plan provides a mandate for management to conduct the affairs of the Corporation. Material deviations from the plan must be reported to and considered by the Board.

The Board, in consultation with the Compensation Committee, maintains a succession plan for the Chief Executive Officer and establishes objectives against which the Chief Executive Officer's performance is benchmarked. Compensation is assessed against objectives which are established. Similar reviews and assessments are undertaken for other members of senior management in consultation with the Chief Executive Officer.

6. CHAIRMAN OF THE BOARD

(a) General

The Chairman will fulfill the duties established by the Board in the position description for the Executive Chairman, and without limiting the foregoing, will:

• preside over board meetings and meetings of the shareholders of the Corporation;
  
• carry out other duties as requested by the directors, as needs and circumstances arise.
  

7. BOARD COMMITTEES

(a) General

The Board carries out its responsibilities directly and through the Audit Committee, the Corporate Governance and Nominating Committee, and the Compensation Committee, and such other committees as it may establish from time to time.

(b) Composition

All Board committees will be composed solely of Independent Directors who are selected by the Board on the recommendation of the Corporate Governance and Nominating Committee. Members of the Audit Committee must be Independent Directors and meet the additional independence requirements prescribed by applicable securities laws. Each member of the Audit Committee will also be financially literate within the meaning of MI 52-110.

(c) Committee Chairs

Board committees will each be chaired by an Independent Director who is selected by the Board on the recommendation of the Corporate Governance and Nominating Committee. The chair of each Board committee will:

• in consultation with the Chief Executive Officer, Corporate Secretary and the committee members, as appropriate, determine the date, time and location of meetings of the committee;
  
• confirm that the committee's activities are consistent with, and fulfill, the duties and responsibilities set forth in its mandate;
• confirm that the duties and responsibilities of the committee, as set forth in its mandate, are well understood by the committee members and executed as effectively as possible;
  
• convene meetings of the committee as often as necessary to carry out its responsibilities effectively;
• in consultation with the Chief Executive Officer, committee members, and the Corporate Secretary, as appropriate, review meeting agendas to ensure that required business is brought before the committee to enable the committee to carry out its responsibilities;
  
• chair all meetings of the committee;
  
• communicate with appropriate members of senior management in fulfilling the duties and responsibilities set forth in the committee's mandate;
  
• with the assistance of the Corporate Secretary, ensure that agenda items for all committee meetings are ready for presentation and that adequate information is distributed to committee members in advance of such meetings in order that committee members may properly inform themselves on matters to be acted upon;
  
• ensure that minutes are kept of all committee meetings and sign minutes once approved by the committee;
  
• report to the Board at its next meeting following any decision or recommendation arising from any meeting of the committee or the signing of a written resolution evidencing a decision or recommendation of the committee, including reporting on the considerations that led to such decision or recommendation;
  
• provide leadership to enable the committee to act as an effective team in carrying out its responsibilities; and
  
• oversee the committee's annual evaluation of its effectiveness in fulfilling the duties and responsibilities set forth in its charter.
  

(d) Mandates

Each committee has its own mandate which sets forth its duties and responsibilities, qualifications for membership, procedures for committee member appointment and removal and reporting to the Board. On an annual basis, each committee's charter is reviewed by both the committee itself and the Corporate Governance and Nominating Committee.

8. BOARD AND COMMITTEE MEETINGS

(a) Scheduling

Board meetings are scheduled in advance at appropriate intervals throughout the year. Board meetings shall be held not less that quarterly, and more often as is necessary. In addition to regularly scheduled Board meetings, additional Board meetings may be called upon proper notice at any time to address specific needs of the Corporation. The Board may also take action from time to time by unanimous written consent. A Board meeting may be called by the Chairman Chief Executive Officer or any director.

Each committee meets as often as it determines is necessary to fulfill its responsibilities. The Audit Committee shall meet at least quarterly. A meeting of any committee may be called by the committee chair, the Chairman or any committee member.

(b) Agenda

The Chairman establishes the agenda for each Board meeting in consultation with the other directors, the Corporate Secretary and the Chief Executive Officer, as appropriate. Any director may propose the inclusion of items on the agenda, request the presence of or a report by any member of senior management, or at any Board meeting raise subjects that are not on the agenda for that meeting.
Committee chairs establish the agenda for each committee meeting. Any committee member may propose the inclusion of items on the agenda, request the presence of or a report by any member of senior management, or at any committee meeting raise subjects that are not on the agenda for the meeting.

The Corporate Secretary distributes an agenda and meeting materials in advance of each Board or committee meeting to allow Board or committee members, as the case may be, sufficient time to review and consider the matters to be discussed.

(c) Meetings of Independent Directors
To provide open discussion among the Independent Directors, those directors meet separately at every Board meeting without management present and will meet at such other time as any Independent Director may request.

(d) Distribution of Information

Information that is important to the Board's understanding of the business and its agenda is distributed to directors in advance of Board meetings. Sensitive subject matters may be discussed at a meeting without written materials being distributed in advance of or at the meeting.

(e) Preparation, Attendance and Participation

Each director is expected to be diligent in attending meetings of the Board and any committee of which he or she is a member. In addition, each director is encouraged to attend each annual meeting of shareholders. A director who is unable to attend a Board or committee meeting in person may participate by telephone or teleconference.

(f) Attendance of Non-Directors at Board Meetings

The Chief Financial Officer and Corporate Secretary are expected to attend Board meetings. The Chief Executive Officer, at his or her discretion, may invite other employees, advisors or consultants to attend Board meetings for the purpose of making presentations or otherwise providing advice to the Board. The Chair, at his or her discretion, may also invite employees of the Corporation, consultants, advisors or others, as appropriate, to attend Board meetings.

(g) Procedures

Procedures for Board meetings are determined by the Chair unless otherwise determined by the by-laws of the Corporation or a resolution of the Board.
Procedures for committee meetings are determined by the chair of the committee unless otherwise determined by the by-laws of the Corporation or a resolution of the committee or the Board.

(h) Secretary

The Corporate Secretary acts as secretary to the Board and each of its committees. In the absence of the Corporate Secretary, the Board or a committee may appoint one of its members or any other person to act as secretary.

9. DIRECTOR COMPENSATION

The Compensation Committee has the responsibility for recommending to the Board compensation and benefits for service on the Board and on Board committees. In discharging this duty, the Compensation Committee will be guided by three goals: (i) compensation should fairly pay directors for work required in an issuer of the Corporation's size and scope; (ii) it should not exceed what is customary given the size and scope of the Corporation's business and operations, and (iii) compensation should align directors' interests with the long-term interests of shareholders, and the structure of the compensation should be simple, transparent and easy for shareholders to understand. Not less often than annually, the Compensation Committee shall review directors' compensation and recommend any changes to the Board.

10. DIRECTOR ORIENTATION AND CONTINUING EDUCATION

The Corporate Governance and Nominating Committee is responsible for confirming that procedures are in place and resources are made available to provide new directors with a proper orientation to both the Corporation and their duties and responsibilities as directors and to provide other directors with appropriate continuing education opportunities.

11. BOARD ACCESS TO MANAGEMENT, OUTSIDE COUNSEL AND ADVISORS

The Board has complete access to members of senior management and the Corporation's outside counsel and advisors. It is the obligation of each director to use good judgment to ensure such contact is not distracting to the business and operations of the Corporation and that, except as may be inappropriate, the Chief Executive Officer is advised of all such retainers. The Board and its committees may invite any member of senior management, employee, outside advisor or other person to attend any of their meetings.

The Board and any of its committees may retain an outside advisor at the expense of the Corporation at any time and have the authority to determine the advisor's fees and other retention terms, provided that if the fees and expenses of any such outside advisor retained by a committee of the Board exceed, or are expected to exceed, $10,000, the approval of the full Board for such retainer will be required. Individual directors may retain an outside advisor at the expense of the Corporation with the approval of the Board.

12. PERFORMANCE ASSESSMENT OF THE BOARD AND ITS COMMITTEES

The Corporate Governance and Nominating Committee will annually review the effectiveness of the Board and its committees in fulfilling their duties and responsibilities.
In addition, the Corporate Governance and Nominating Committee will evaluate individual directors to assess their suitability for nomination for re-election.

13. CODE OF BUSINESS CONDUCT AND ETHICS

The Board has adopted a Code of Business Conduct and Ethics. The purpose of the Code is to ensure that the Corporation maintains a high level of trust and integrity in accordance with the highest ethical standards.

14. FEEDBACK

The Board welcomes input and comments from shareholders of the Corporation. Input or comments for the Board or its committees should be directed to the Corporate Secretary at:

919 Shore Drive 
Bedford, NS
Canada B4A 2E6