Exhibit 99.1
 BOARD MANDATE & DIVISION OF RESPONSIBILITIES BETWEEN THE BOARD OF  DIRECTORS & MANAGEMENT
 December 12, 2005
Reconfirmed September 23, 2008
 POLICY STATEMENT
  BOARD OF DIRECTORS
     RESPONSIBILITIES :
  1) Define Shareholder Expectations for Corporate Performance Through Effective Communication with
Shareholders
  2) Establish Strategic Goals, Performance Objectives and Operational Policies
  
    
    satisfying itself as to the integrity of the Chief Executive Officer and other executive
officers and ensuring that they create a culture of integrity throughout the Corporation;
    
    annually approving both long-term and short-term corporate vision and strategies to
maximize shareholder value and which take into account, among other things, the
opportunities and risks of the business of the Corporation;




---



##### 




    
    adopting a written code of business conduct and ethics, applicable to the Corporations
directors, officers and employees, and monitoring compliance with the code;
    
    reviewing and approving managements strategic and operational plans to ensure they are
consistent with long-term and short-term vision;
    
    setting annual targets against which to measure corporate and executive performance;
    
    ensuring that appropriate internal control and management information systems are in
place for the Corporation;
    
    ensuring that executive compensation is linked appropriately to corporate performance;
and
    
    ensuring that a process is in place with respect to the appointment, development,
evaluation and succession of senior management.
 3) Delegate Management Authority to the Chief Executive Officer
    4) Monitor Corporate Performance
   5) Establish Appropriate Board Processes
  BOARD STRUCTURE and GUIDELINES




---



##### 



EXPECTATIONS and CONDUCT OF ALL MEMBERS OF THE BOARD




---



##### 



FEEDBACK
  CHAIR OF THE BOARD
  Role/Responsibilities :
  
    
    assuming principal responsibility for the operation and functioning of the Board;
    
    providing overall leadership to the Board without limiting the principle of collective
responsibility and the ability of the Board to function as a unit;
    
    fulfilling his or her Board leadership responsibilities in a manner that will ensure that
the Board is able to function independently of management. This should include ensuring that
the appropriate procedures are in place for the Board to meet regularly without management
present, and to allow for directors to engage outside advisors at the expense of the
Corporation in appropriate circumstances, subject to the approval of the Corporate
Governance and Nominating Committee;
    
    consulting with the Board and the Secretary to set Board agendas that are based on the
responsibilities of the Board and reflect current priorities;
    
    chairing Board meetings effectively, including ensuring that appropriate briefing
materials are delivered in a timely fashion, encouraging full participation and discussion
by individual directors, stimulating debate, facilitating consensus, and ensuring that
clarity regarding decisions is reached and duly recorded;
    
    requesting that another director chair a particular meeting, or a particular agenda item
should the Chair determine that in the interests of making a proposal to the Board in
his/her role as Chair, he/she would not be the most effective chair of that particular
meeting, or that particular agenda item;
    
    ensuring compliance with the governance policies of the Board regarding conduct of Board
meetings, managing and reporting information and other policies related to the conduct of
the Boards business; and
    
    taking a leadership role in ensuring effective communication and relationships among the
Corporation, shareholders, stakeholders and the general public.




---



##### 



CHIEF EXECUTIVE OFFICER
    Role/Responsibilities :
  
    
    developing and recommending corporate strategies, and business and financial plans for
the approval of the Board;
    
    managing the operations of the business in accordance with the strategic direction set by
the Board and within operational policies as approved by the Board in relation to the
conduct of the business;
    
    reporting management information back to the Board in a manner and time so that the Board
may effectively monitor and evaluate corporate performance against stated objectives and
within executive limitations; including:
    
    submitting monitoring and performance information required by the Board in a timely and
accurate fashion, and based on industry benchmarked standards;
    
    ensuring that the Board is aware of relevant trends, anticipated adverse media and
analyst coverage, material external or internal changes, and any changes in the assumptions
upon which any Board decision or approval has previously been made; and
    
    advising the Board if, in the Chief Executive Officers opinion, the Board is not in
compliance with its own policies, or legal and/or regulatory requirements, in particular, in
the case of behavior of one or more directors which is detrimental to best interests of the
Corporation or to the working relationship between the Board and the Chief Executive
Officer;
    
    developing a list of risk factors and informing the Board of what mechanisms are in place
to address the identified risks;
    
    providing the Board with information, both internal and external, that the Board may
require in order to make fully-informed decisions regarding policies governing the operation
of the business;
    
    dealing with the Board as whole except when:
 (a)
    
    fulfilling individual requests for information; or(b)
    
    responding to officers or committees duly charged by the Board; and
 
    
    reporting in a timely manner on actual or anticipated non-compliance with any Board
approved policy or decision.
 The Chief Executive Officer will be evaluated on the following criteria :
 Leadership




---



##### 



Strategic Planning
 Financial Results
 Succession Planning
 Human Resources
 Communications
 External Relations
 Board and Stockholder Relations