THE BOARD OF DIRECTORS
The Board is responsible for overseeing the management of the Company and the conduct of the Company's affairs generally. As of the Annual and Special Meeting of Shareholders held on March 27, 2014, the Board consists of five directors.
NI 58-101 defines an "independent director" as a director who has no direct or indirect material relationship with the Company. A "material relationship" is defined as a relationship which, in the view of the Board, could be reasonably expected to interfere with such member's independent judgment.
The Board is currently composed of six directors. The five independent directors are Michael Newbury, J. Birks Bovaird, Gordon McKinnon, Yvan Champagne and Dr. Samuel Peralta
(who is also a special strategic advisor to the Board. The other director, H. Vance White
is considered to be non-independent by virtue of his role as an officer with the Company. H. Vance White is also President and CEO of the Company.