• Mr. Orlando is the President and CFO of Martinrea International Inc. (TSX: MRE), a publicly traded automobile parts manufacturer.

• Mr. Savoie is currently the President of two TSX Venture Exchange companies; Gastem Inc. and Ditem Explorations.  He is also the past Minster of Revenue and Minster of Mines in Quebec.

• Mr. Portmann is a European fund manager with over 45 years of experience in international financial markets.  He is also a member of the Swiss Financial Analysts Association and the Swiss Association of Financial Managers.

The Audit Committee Mandate was approved by the Board of Directors on August 6, 2006.  The Audit Committee meets at least on a quarterly basis to review and approve the Corporation’s financial statements prior to being publicly filed.

The Audit Committee reviews the Corporation's interim unaudited consolidated financial statements and annual audited consolidated financial statements and certain corporate disclosure documents including the Annual Information Form, Management's Discussion and Analysis and annual and interim earnings press releases before they are approved by the Board of Directors. The Audit Committee reviews and makes a recommendation to the Board of Directors with respect to the appointment and compensation of the external auditors and it monitors accounting, financial reporting, control and audit functions. The Audit Committee meets to discuss and review the audit plans of external auditors and is directly responsible for overseeing the work of the external auditors with respect to preparing or issuing the auditors’ report or the performance of other audit, review or attest services, including the resolution of disagreements between management and the external auditors regarding financial reporting. The Audit Committee questions the external auditors independently of management and reviews a written statement of its independence based on the criteria found in the recommendations of the Canadian Institute of Chartered Accountants. The Audit Committee must be satisfied that adequate procedures are in place for the review of the Corporation's public disclosure of financial information extracted or derived from its financial statements and it periodically assesses the adequacy of those procedures. The Audit Committee must approve or pre-approve, as applicable, any non-audit services to be provided to the Corporation by the external auditors.  In addition, it reviews and reports to the Board of Directors on the Corporation's risk management policies and procedures and reviews the internal control procedures to determine their effectiveness and to ensure compliance with the Corporation's policies and avoidance of conflicts of interest. The Audit Committee has established procedures for dealing with complaints or confidential submissions which come to its attention with respect to accounting, internal accounting controls or auditing matters.   To date, neither the Board of Directors nor the Audit Committee has formally assessed any individual director with respect to their effectiveness and contribution to the Corporation in their capacity as a Director.  Instead, members of the Board of Directors have relied on informal conversations among themselves to adequately cover such matters.

A copy of the Audit Committee Charter is included in the Corporation’s Amended and Restated Annual Information Form dated May 6, 2008, a copy of which is available at www.sedar.com.

Compensation and Corporate Governance Committee

The Compensation and Corporate Governance Committee is comprised of Kurt Portmann (Committee Chairman), Raymond Savoie and Nick Orlando, all of whom are independent directors of the Corporation. 

The Compensation and Corporate Governance Committee mandate was approved by the Board of Directors on January 22, 2007.

The Compensation and Corporate Governance Committee’s mandate includes developing appropriate compensation policies for the senior management and directors of the Corporation, including the Corporation’s stock option plan, and evaluating senior management.  The Compensation and Corporate Governance Committee’s mandate also includes: (a) monitoring the appropriateness of the Corporation’s governance systems with regard to external governance standards, "best practices" guidelines and with an emphasis on ongoing improvements; (b) reviewing the make-up and needs of the Board of Directors and developing criteria for adding new directors to the Board of Directors; and (c) evaluating and assessing the effectiveness of the Board of Directors, its committees in meeting governance objectives and each individual’s own contribution.  These responsibilities include reporting and making recommendations to the Board of Directors for their consideration and approval.  Corporate governance also relates to the activities of the Board of Directors, the members of which are elected by and are accountable to the shareholders, and takes into account the role of the individual members of management who are appointed by the Board of Directors and who are charged with the day to day management of the Corporation. The Board of Directors is committed to sound corporate governance practices, which are both in the interest of its shareholders and contribute to effective and efficient decision making.