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The Board of Directors of the Company (the "Board") considers good corporate governance to be essential to the fiduciary obligations of the directors to its shareholders and integral to the ongoing good management and development of the Company, and in this connection has developed this Mandate. The Board has determined that in order to effectively manage the Company's affairs, the Company requires between four and eight directors, the majority of whom shall be independent. The Board of Directors visits the operations of the Company and meets in person at least once per year. The Board also holds additional unscheduled meetings by telephone conference call from time to time as business needs require. During the course of a directors' meeting, if they deem it appropriate, the independent directors may meet in camera.

For more information refer to the Board of Directors Mandate