index

• Purpose of the Audit Committee
• Responsibilities of the Committee
• Powers of the Committee
• Composition of the Committee
• Meetings of the Audit Committee

Purpose of the Compensation Committee

1. The purpose of the Board of Director’s (the “Board”)  Compensation Committee (the “Committee”) is to assist the Board in monitoring, reviewing and approving Company compensation policies and practices and administering the Company’s share compensation plans.

Responsibilities of the Committee

2. The Committee’s responsibilities shall include:

(i) reviewing and making recommendations to the Board with respect to the overall compensation strategy and policies for Company  directors, officers and employees;

(ii) reviewing and making recommendations to the Board with respect to corporate goals and objectives relevant to the compensation of the President, evaluating the performance of the President in light of those respective goals and objectives, and recommending to the Board, the compensation level of the President based on this evaluation;

(iii) reviewing and approving the annual compensation of all other Company senior executive officers, as recommended by the President;

(iv) reviewing and making recommendations to the Board, as appropriate, in connection with the Company’s succession planning with respect to the President and other senior executive officers;

(v) administering the Company’s Stock Option Plan, Restricted Share Unit Plan and Directors’ Deferred Share Unit Plan in accordance with the terms of such Plans;

(vi) making recommendations to the Board with respect to the Company’s incentive compensation and equity-based plans;

(vii) reviewing and approving the annual disclosure relating to executive compensation contained in the Company’s Management Information Circular;

(viii) reporting regularly to the Board;

(ix) reviewing and assessing its mandate and recommending any proposed changes to the Board’s Corporate Governance and Nominating Committee; and
(x) evaluating the functioning of the Committee on an annual basis.

Powers of the Committee

3. The Committee shall have the authority to retain any compensation consultants and to approve such consultants’ fees and other retention terms. The Committee shall have the authority to obtain advice and assistance from outside legal or other advisors in its sole discretion. The Committee may, in its discretion, delegate all or a portion of its duties and responsibilities to a subcommittee of the Committee.

Composition of the Committee

4. The Committee shall be appointed by the Board annually and shall comprise a minimum of two directors, a majority of whom shall be resident Mexicans, Canadian or American nationals. If an appointment of the members of the Committee is not made as prescribed, the members shall continue as such until their successors are appointed.

5. All of the members of the Committee shall be directors whom the Board has determined are independent, taking into account the applicable rules and regulations of securities regulatory authorities and/or stock exchanges.

Meetings of the Committee

6. The time and place of the Committee’s meetings, the calling of meetings and the procedure for all things at such meetings shall be determined by the Committee Chairman.