Exhibit 99.2**MFC Bancorp Ltd.****Compensation Committee Charter****I. Purpose of Compensation Committee of MFC Bancorp Ltd. (the “Corporation”)**The purpose of the Compensation Committee (the “Committee”) is to: 1. Oversee the Corporation’s compensation and benefit plans, policies andpractices, including its executive compensation plans and incentive-compensation andequity-based plans.  2. Produce an annual report on executive compensation for inclusion in theCorporation’s annual report or proxy statement, in accordance with all applicable rulesand regulations.  3. Monitor and evaluate, at the Committee’s sole discretion, matters relating tothe compensation and benefits structure of the Corporation.  4. Take such other actions within the scope of this Compensation Committee Charter(this “Charter”) as the Board of Directors of the Corporation (the “Board”) may assignto the Committee from time to time or as the Committee deems necessary or appropriate.The Committee will primarily fulfill these responsibilities by carrying out the activitiesenumerated in Section VII below of this Charter.The basic responsibility of the directors of the Committee is to exercise their business judgmentto act in what they reasonably believe to be in the best interests of the Corporation and itsshareholders. In discharging that responsibility, the Committee should be entitled to rely on thehonesty and integrity of the Corporation’s senior executives and its outside advisors and auditors,to the extent it deems necessary or appropriate.**II. Composition**The Committee shall be composed of members of the Board, the number of which shall be fixed fromtime to time by resolution adopted by the Board. Each director of the Committee shall bedetermined by the Board to satisfy the independence requirements established by the rules andregulations of the Securities and Exchange Commission (the “SEC”) and The Nasdaq Stock Market(“Nasdaq”); provided that one director who does not meet the Nasdaq independence criteria may serveon the Committee pursuant to the “exceptional and limited circumstances” exception as providedunder the rules of Nasdaq. In addition, the Committee shall be comprised of at least two or moreof the directors shall qualify as (a) “non-employee” directors within the meaning of Rule 16b-3promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and (b)“outside” directors within the meaning of Treasury Regulation Section 1.162- 27(e)(3) under Section162(m) of the Internal Revenue Code of 1986, as amended.

 

- 2 -**III. Authority**The Committee shall have the authority to (i) retain (at the Corporation’s expense) its own legalcounsel and other advisors and experts that the Committee believes, in its sole discretion, areneeded to carry out its duties and responsibilities, including, without limitation, the retentionof a compensation consultant to assist the Committee in evaluating director and executive officercompensation; and (ii) conduct investigations that it believes, in its sole discretion, arenecessary to carry out its responsibilities. In addition, the Committee shall have the authority torequest any officer, director or employee of the Corporation, or any other persons whose advice andcounsel are sought by the Committee, such as members of the Corporation’s management or theCorporation’s outside legal counsel and independent accountants, to meet with the Committee or anyof its advisors and to respond to their inquiries.The Committee may form subcommittees for any purpose that the Committee deems appropriate and maydelegate to such subcommittees such power and authority as the Committee deems appropriate.**IV. Appointing Members**The members of the Committee shall be appointed or re-appointed by the Board on an annual basis.Each member of the Committee shall continue to be a member thereof until such member’s successor isappointed, or unless such member shall resign or be removed by the Board. The Board may remove orreplace any member of the Committee at any time. However, a member of the Committee shallautomatically cease to be a member of the Committee upon either ceasing to be a director of theBoard or ceasing to be “independent” as required in Section II above of this Charter. Vacancies onthe Committee will be filled by the Board.**V. Chairperson**The Board, or in the event of its failure to do so, the directors of the Committee, must appoint achairperson from the directors of the Committee (the “Chairperson”). If the Chairperson of theCommittee is not present at any meeting of the Committee, an acting Chairperson for the meetingshall be chosen by majority vote of the Committee from among the directors present. In the case ofa deadlock on any matter or vote, the Chairperson shall refer the matter to the Board. TheCommittee may appoint a secretary who need not be a director of the Board or Committee.**VI. Meetings**The time and place of meetings of the Committee and the procedure at such meetings shall bedetermined from time to time by the directors thereof provided that: 1. A quorum for meetings shall be two directors, present in person or by telephoneor other telecommunication device that permits all persons participating in the meetingto speak and hear each other. The Committee shall act on the affirmative vote of amajority of directors present at a meeting at which a quorum is present. The Committeemay also act by unanimous written consent in lieu of meeting.

 

- 3 - 2. The Committee shall meet as often as it deems necessary, but not lessfrequently than once each year.  3. Notice of the time and place of every meeting shall be given in writing orfacsimile communication to each director of the Committee at least 72 hours prior tothe time of such meeting.The Committee shall maintain written minutes of its meetings, which minutes will be filed with theminutes of the meetings of the Board. The Committee shall make regular reports of its meetings tothe Board, directly or through its Chairperson, accompanied by any recommendations to the Boardapproved by the Committee.**VII. Specific Duties**In meeting its responsibilities, the Committee is expected to: 1. Review and approve at least annually the corporate goals and objectives of theCorporation’s executive compensation plans, incentive-compensation and equity basedplans and other general compensation plans (the “Corporation Plans”), and amend, orrecommend that the Board amend, these goals and objectives if the Committee deems itappropriate.  2. Review at least annually the Corporation Plans in light of the Corporation’sgoals and objectives with respect to such plans, and, if the Committee deems itappropriate, adopt, or recommend to the Board the adoption of new, or the amendment ofexisting, Corporation Plans.  3. Evaluate annually the performance of the chief executive officer of theCorporation (“CEO”), the other executive officers of the Corporation and the chairmanof the Board (collectively, the “Corporation Executives”) in light of the goals andobjectives of the Corporation Plans, and based on this evaluation, set his or her totalcompensation, including, but not limited to (a) the annual base salary level, (b) theannual incentive opportunity level, (c) the long-term incentive opportunity level, (d)employment agreements, severance agreements, and change-in-control agreements andprovisions, in each case as, when and if appropriate, and (e) any special orsupplemental benefits, including, but not limited to, perquisites. In determining thelong-term incentive component of each Corporation Executive’s compensation, theCommittee shall consider all relevant factors, including the Corporation’s performanceand relative shareholder return, the value of similar incentive awards to persons withcomparable positions at comparable companies, and the awards given to each CorporationExecutive in past years.  4. Review at least annually and make recommendations to the Board with respect tothe compensation of all directors of the Corporation, taking into considerationcompensation paid to directors of comparable companies and the specific duties of eachdirector.

 

- 4 - 5. Monitor and assess the Corporation’s compliance with the requirementsestablished under the Sarbanes-Oxley Act of 2002 and other applicable laws, rules andregulations relating to compensation arrangements for directors and executive officers.  6. Issue an annual report on executive compensation for inclusion in theCorporation’s annual report or proxy statement, in accordance with applicable rules andregulations.  7. Review all equity compensation plans that are not subject to shareholderapproval under the listing standards of Nasdaq and to approve such plans in itsdiscretion.  8. Oversee the compensation and benefits structure applicable to the Corporation’sofficers and directors, including, but not limited to, incentive compensation andequity-based compensation, provided that, at the Committee’s sole discretion, it maysubmit such matters as it determines to be appropriate to the Board for the Board’sapproval or ratification.  9. In its sole discretion, retain, amend the engagement with, and terminate anycompensation consultant used to assist the Committee in evaluating any officer ordirector compensation. The Committee shall also have the sole authority to approve thefees and other retention terms of the consultants and to cause the Corporation to paysuch fees and expenses of such consultants. The Committee shall also have theauthority, in its sole discretion, to obtain advice and assistance from internal orexternal legal, accounting or other advisors, to approve the fees and expenses of suchoutside advisors, and to cause the Corporation to pay such fees and expenses of suchoutside advisors.  10. Review and evaluate at least annually its own performance with respect to itscompensation functions, and to submit itself to the review and evaluation of the Board.  11. Review and reassess the adequacy of this Charter at least annually andrecommend any proposed changes to the Board for approval.  12. Perform such other functions consistent with this Charter, the Corporation’sbylaws and governing law, as the Committee or the Board deems necessary or appropriate.