Nominating and Corporate Governance Committee Charter

Statement of Purpose

The purposes of the Nominating and Corporate Governance Committee are (1) to identify individuals qualified to become Board members, and to recommend that the Board select the director nominees for the next annual general meeting of shareholders or to provide recommendation to the Board to fill any casual vacancies arising in the Board; (2) to oversee the evaluation of the Board; and (3) to review from time to time the Corporate Governance Guidelines applicable to the Company and to recommend to the Board such changes as it may deem appropriate.