Remuneration Committee Charter

Purpose

The Remuneration Committee is charged with the responsibility to review and recommend to the Board of Directors (the "Board") all compensation policies for directors and senior management of the Company.

Composition

The Remuneration Committee (the "Committee") shall be made up of at least 3 members, each of whom who shall be independent non-executive directors for purposes of the Combined Code on Corporate Governance and independent for purposes of the NASDAQ Stock Market independence requirements.  The Committee members shall be appointed by the Board.  The Board may remove members of the Committee with or without cause.

Responsibilities and Authority

The Committee shall:

(a)   Prepare and produce any reports required by any applicable regulatory authority for any jurisdiction in which the Company's securities are traded, including, but not limited to, the annual report on executive compensation as required by the Securities and Exchange Commission.

(b)   On annual basis, prepare and produce a Report of the Remuneration Committee for inclusion in the Company's annual report.

c)   Maintain oversight with respect to overall compensation of the Company's employees, including annual review of general employment and compensation procedures, and make recommendations to the Board where appropriate.

(d)   On an annual basis, review the Company's management development plans and make recommendations to the Board where appropriate.

(e)   On an annual basis, review the Company's senior management succession plans and make recommendations to the Board where appropriate.

(f)   On an annual basis, review corporate goals relevant to the Chief Executive Officer's ("CEO's") compensation, evaluate the CEO's performance in light of those goals and objectives, and determine the CEO's compensation level based on this evaluation and make recommendations to the Board.  In determining any long-term incentive component of the CEO's compensation, the Committee shall consider the Company's performance and relative shareholder return, the value of similar incentive awards to CEOs at comparable companies, and the awards given to the Company's CEO in past years.  

(g)   On an annual basis, make recommendations to the Board with respect to non-CEO senior management compensation, and incentive-compensation and equity based plans that are subject to Board approval.

(h)   On annual basis, review the compensation plans, policies and programs for non-employee directors and make recommendations to the Board.

(i)   Review its own performance on an annual basis.

(j)   Have authority to seek advice with respect of the Company's compensation policies from internal and external sources.

(k)   Carry out any other responsibilities as determined by the Board.

Meetings

The Committee shall meet regularly at least twice a year at times deemed appropriate by the Committee.  A quorum shall consist of two members.  A duly convened meeting of the Committee at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions vested in or exercisable by the Committee.

The Committee shall report periodically to the Board.