YPG GENERAL PARTNER INC.,
as general partner of YPG LP
YPG GENERAL PARTNER INC.
(collectively the “Corporation”)

AUTHORITY

The Board establishes the overall policies for the Corporation, monitors and evaluates the Corporation’s strategic direction, and retains plenary power for those functions not specifically delegated by it to its Committees or to management.  Accordingly, in addition to the duties of directors of a Canada Business Corporations Act, the mandate of the Board is to supervise the management of the business and affairs of the Corporation with a view to the best interests of the Corporation and its shareholders generally.  Management’s role is to conduct the day to day operations in a way that will meet this objective.

The Board may assign to Board committees the prior review of any issues it is responsible for.

The Board may engage outside advisors at the expense of the Corporation in order to assist the Board in the performance of its duties and set and pay the compensation for such advisors.

Nothing contained in this mandate is intended to expand applicable standards of liability under statutory or regulatory requirements for the directors of the Corporation.

STRUCTURE

• Directors are elected annually by the shareholders of the Corporation and together with those appointed to fill vacancies or appointed as additional directors throughout the year, collectively constitute the Board of Directors of the Corporation.
• The composition of the Board, including the qualification of its members, shall comply with the constituting law and charter of the Corporation as well as other applicable legislation, rules and regulations.
• The Chairman of the Board shall be appointed by resolution of the Board among the board members to hold office from the time of his/her appointment until the next annual general meeting of shareholders or until his/her successors is so appointed. The Secretary of the Corporation shall be the Secretary of the Board.
• The Board shall meet at least four times per year and may meet more often if required. Meetings of the Board may be convened at the request of any member of the Board.
• The Board shall meet separately without management present as it shall determine, but at least annually.
• The provisions of the Articles and By-laws of the Corporation that regulate meetings and proceedings shall govern Board meetings.
• The Chairman shall approve the agenda for the meetings and ensure that properly prepared agenda materials are circulated to members with sufficient time for study prior to the meeting.
• The Board may invite from time to time such person as it may see fit to attend its meeting and to take part in discussion and consideration of the affairs of the Board.
• The minutes of the Board meetings shall accurately record the significant discussions of and decisions made by the Board and shall be distributed to the Board members, with copies to the Chief Executive Officer of the Corporation and to the external auditors.

RESPONSIBILITIES

As part of its stewardship responsibility, the Board advises management on significant business issues and has the following responsibilities:

• Reviewing and approving, at the beginning of each fiscal year, the business plan, capital budget and financial goals of the Corporation as well as longer term strategic plans prepared and elaborated by management and, throughout the year, monitoring the achievement of the objectives set.
• Reviewing and approving all securities continuous disclosure filings such as the Annual Report, Proxy Circular, and Annual Information Form.
• Ensuring that it is properly informed, on a timely basis, of all important issues (including environmental, cash management and business development issues) and developments involving the Corporation and its business environment.
• Identifying, with management, the principal risks of the Corporation’s business and the systems put in place to manage these risks as well as monitoring, on a regular basis, the adequacy of such systems.
• Satisfying itself as to the integrity of the CEO and other senior officers and that the CEO and other senior officers create a culture of integrity throughout the Corporation.
• Ensuring proper succession planning, including appointing, training and monitoring senior executives.
• Reviewing and ratifying the Compensation Committee’s assessment of the performance of the CEO and senior executives.
• Adopting a communication and disclosure policy for the Corporation and monitoring investor relations programs.
• Adopting and enforcing good corporate governance practices and processes.
• Ensuring the integrity of the Corporation’s internal control, management information systems and financial disclosure.
• Review the Board's mandate annually and recommend and implement changes as appropriate. The Board shall ensure that processes are in place to annually evaluate the performance of the Board and of its directors.

Approved by the Board of the Corporation on November 3, 2004.