Corporate Governance Committee Charter



The primary functions of the Corporate Governance Committee (the "Committee") of Network Exploration Ltd. (the "Company") are to:

(a) develop and recommend to the board of directors (the "Board") the Company's approach to corporate governance including, without limitation, reviewing the Board Mandate and Corporate Governance Guidelines ("Guidelines") of the Company on an annual basis and, if considered appropriate by the Committee, suggesting changes to the Board;

(b) perform such tasks as indicated in the Guidelines;

(c) review with management at least annually, all new and modified rules and policies applicable to governance of the Company to ensure that the Company remains in full compliance with such requirements; and

(d) perform such other tasks as may be assigned by the Board from time to time.
The Committee is to be composed of a majority of "independent" directors, as such term is defined in National Instrument 58-101 Disclosure of Corporate Governance Practices, as may be amended or replaced from time to time.


Committee members shall serve until qualified successors are duly designated and appointed by the Board. Any member may be removed at any time, with or without cause, by a majority of the Board then in office. Any vacancy in the Committee occurring for any cause may be filled by a majority of the Board then in office.

The Committee's chairperson shall be designated by the Board. A majority of the members of the Committee shall constitute a quorum for the transaction of business and the act of a majority of those present at any meeting at which there is a quorum shall be the act of the Committee.

The Committee may form and delegate authority to subcommittees when appropriate.


The Board has granted the Committee the authority herein provided. The Committee has been, and shall be, granted unrestricted access to all information and all employees have been, and shall be, directed to cooperate as requested by members of the Committee. The Committee has the authority to retain, at the Company's expense, persons having special competencies (including, without limitation, independent legal, financial, or other advisors) as it deems necessary to assist the Committee in fulfilling its responsibilities upon approval by the Board of a budget for such services. The Committee has the sole authority to terminate the Committee's engagement of its experts in the field of executive compensation and to approve the fees and other terms of retention of such experts.

The purposes and provisions specified in this Charter are meant to serve as guidelines, and the Committee is delegated the authority to adopt such additional procedures and standards as it deems necessary from time to time to fulfill its responsibilities. Nothing herein is intended to expand applicable standards of liability under provincial or federal law for directors or officers of a company.


In discharging its responsibilities, the Committee shall have the sole authority to, and shall, do the following:

(a) review the Guidelines on an annual basis and, if considered appropriate by the Committee, suggest changes to the Board;

(b) review whether any director who has a change of employer or primary occupation, or whose occupational responsibilities are substantially changed from when the director was elected to the Board (excluding retirement), should resign as a director of the Company and make an appropriate recommendation to the Board, considering whether or not the new occupation of the director is consistent with the specific rationale for originally selecting that individual as a director of the Company;

(c) review critically each director's continuation on the Board every year considering, among other things, a director's service on other boards and the time involved in such other service;

(d) establish a process for the evaluation of the performance of the Board and each of its committees, which should include a solicitation of comments from all directors and a report annually to the Board on the results of this evaluation; and

(e) such other tasks as may be assigned to the Committee by the Board from time to time.

Corporate Governance