Governance

In this section:

Charter for the Board of Directors
Charter for the Audit Committee
Charter for the Compensation Committee
Charter for the Nominating and Corporate Governance Committee

Wesdome Gold Mines Ltd. (the “Company”)
Charter for the Board of Directors

This Charter, in conjunction with the By-laws and the Articles of Wesdome Gold Mines Ltd. (the “Company”), and subject to the provisions of the Business Corporations Act of Ontario, as amended (the “Act”), sets forth the system of corporate governance for the Company. It is intended to supplement the By-laws, by providing a specific “mandate” for the Board of Directors. In the event of any inconsistency between this Charter and the By-laws, the Articles or the Act, said By-laws, Articles or Act, as the case may be, will control.

As used in this Charter, the term “Guidelines” refers to the Corporate Governance Guidelines promulgated by the Toronto Stock Exchange.

1. Role of the Board

The Board has stewardship of the Company and is responsible for supervising the management of the Company. Its responsibilities include:

(a) adoption of a strategic planning process;

(b) identification of business risks and adoption and oversight of a corporate risk management system;

(d) adoption and oversight of a corporate communications policy; and

(e) assurance of the integrity of the Company’s internal control and management systems.

2. Composition of the Board

It is the policy of the Board to be constituted at all times with a majority of individuals who are “unrelated” directors, as that term is defined in the Guidelines. If at any time, whether through resignations or otherwise, the Board shall not be so constituted, it will endeavor to recruit such number of additional members as will re-establish that majority.

3. Meetings of the Board

The Board will meet at least quarterly, at times and at places to be established in accordance with the By-laws. The Board will review quarterly financial reports and related financial documents before any public disclosure is made of such information.

4. Role of the Chairman

The Chairman of the Board will be an “outside” and “unrelated” director, as those terms are defined in the Guidelines. The Chairman will be responsible for ensuring that the Board carries out its responsibilities effectively. The Chairman will be specifically responsible for:

(a) setting the agenda of the Board, in consultation with the President;

(b) confirming that procedures are adopted to ensure that the Board can conduct its work effectively and efficiently;

(c) ensuring that, where functions are delegated to appropriate committees, such functions are carried out and the results reported to the full Board;

(d) approaching potential candidates, with or without the President, once potential candidates are identified, to explore their interest in joining the Board.

5. Committees of the Board

In addition to any other committees that the Board may appoint from time to time, the Board will appoint an Audit Committee and a Governance Committee, both of which will consist exclusively of “outside” directors, a majority of whom are “unrelated” directors, as those terms are defined in the Guidelines.

(a) Audit Committee

The Audit Committee will conduct itself in accordance with the Audit Committee Charter, a copy of which is set forth as Appendix A to this Charter.

(b) Governance Committee

The Governance Committee will be responsible for:

(1) proposing to the full Board new nominees to the Board;

(2) assessing the effectiveness of directors and committees on an ongoing basis;

(3) orienting and educating new recruits to the Board;

(4) developing and supervising the Company’s approach to governance issues, including the Company’s response to the Guidelines;

(5) developing position descriptions for senior management; and

(6) approving any engagement by an individual director of an outside adviser at the expense of the Company.

6. Effective Date

This Charter shall come into force upon being passed by the Board, which will be evidenced by the signature of the Secretary-Treasurer of the Company below.

Signed at Toronto, Ontario, on January 11th, 2005

Donald D. Orr
Secretary-Treasurer

Wesdome Gold Mines Ltd. (the “Company”)
Charter for the Audit Committee

1. Purpose

The Audit Committee (the “Committee”) is ultimately responsible for the policies and practices relating to integrity of financial and regulatory reporting, as well as internal controls to achieve the objectives of safeguarding of corporate assets, reliability of information, and compliance with applicable policies and laws. The Committee will also be responsible for identifying principal risks of the business and ensuring that appropriate risk management techniques are in place.

The Committee charges management with developing and implementing procedures to:

(a) ensure internal controls are appropriately designed, implemented and monitored; and

(b) ensure reporting and disclosure of required information are complete, accurate, and timely.

The Committee will make recommendations to the Board of Directors regarding items relating to financial and regulatory reporting and the system of internal controls in discharging its responsibilities as described in this Charter.

2. Constitution and Membership

(a) The Board will appoint the Committee. It will be comprised of three Directors, all of whom will be independent and free of any relationship that, in the opinion of the Board, would interfere with their exercise of independent judgment as Committee members. The Board may remove or replace a member at any time. A member will cease to be a member upon ceasing to be a Director.

(b) All members of the Committee will be “financially literate” as defined by applicable guidelines. If, upon appointment, or following adoption of this Charter, a member of the Committee is not financially literate, such member will be provided a three month period in which to achieve the required level of financial literacy.

(c) The Board will appoint the Chairman of the Committee. The Committee will appoint the Corporate Secretary or his designate as Secretary at each meeting. The Secretary will keep minutes of each meeting, which will be distributed to the Board.

(d) The external auditors of the Company (the “Auditors”) will report directly to the Committee.

3. Meetings

(a) Meetings of the Committee will be held at such times and places as the Chairman or Secretary may determine, but in any event at least four times per year. Each member will be given twenty-four (24) hours advance notice of each meeting, either orally, by telephone or by facsimile, together with an agenda, unless all members are present and waive notice, or unless those absent waive notice before or after a meeting.

(b) A majority of members of the Committee will constitute a quorum. Decisions of the Committee will be made by affirmative vote of the majority. Powers of the Committee may also be exercised by resolution in writing signed by all the members of the Committee.

(c) At the request of the Auditors, the President, the Chief Financial Officer, or a member of the Committee, the Chairman will convene a meeting of the Committee.

(d) The Committee will have access to the Auditors and management of the Company, each in the absence of the other, for purposes of performing its duties.

(e) The Auditors will be notified of all meetings of the Committee and may attend if so requested by a member of the Committee.

4. Specific Responsibilities

The Committee will have the following specific duties and responsibilities:

Responsibilities in Relation to External Audit

(a) The Committee will recommend to the Board the Auditors to be retained for purposes of preparing or issuing the auditor’s report or performing other audit, review or attest services for the Company, and will further recommend the level of compensation of the Auditors.

(b) The Committee will oversee the work of the Auditors, including the resolution of disagreements between management and the Auditors regarding financial reporting.

(d) The Committee will ensure that the Auditors are in good standing with the Canadian Public Accountability Board (“CPAB”) and enquire if there are any sanctions imposed by the CPAB on the Auditors.

(e) The Committee will review and approve the Company’s hiring policies regarding partners, principals, employees and former partners and employees of the Auditors.

(f) The Committee will ensure that the Auditors meet the rotation requirements for partners, principals and staff on the Company’s audit.

(g) The Committee will pre-approve all non-audit services to be provided to the Company by the Auditors. The Committee may delegate to one or more of its members the authority to pre-approve non-audit services but pre-approval by such member or members so delegated shall be presented to the full Committee at its first scheduled meeting following such pre-approval.

Other Responsibilities

(h) The Committee will review the Company’s quarterly and annual financial statements, management discussion and analysis, as well as annual and interim earnings, press releases and recommend such to the Board, prior to public disclosure of such information.

(i) The Committee will review and discuss with management and the Auditors the annual audited consolidated financial statements, including discussion of material transactions with related parties, accounting policies, as well as the Auditors’ written communications to the Committee and to management.

(j) The Committee will ensure that adequate procedures are in place for the review and recommendation to the Board for approval, where appropriate, financial information extracted or derived from the Company’s consolidated financial statements, financial information contained in any prospectuses, annual information forms, material change disclosures of a financial nature and similar documents and will periodically assess the adequacy of those procedures.

(k) The Committee will establish procedures for:

(1) the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters; and

(2) the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.

(l) The Committee will understand the process utilized by the President and the Chief Financial Officer to comply with Multilateral Instrument 52-109, regarding the filing of interim and annual certificates.

(m) The Committee will undertake a process to identify the principal risks of the business and ensure that appropriate risk management techniques are in place. This will involve enquiry of management regarding how risks are managed.

(n) The Committee will review:

(1) the impact of proposed changes and new developments in generally accepted accounting principles and their impact on the consolidated financial statements of the Company;

(2) with management the procedures adopted to ensure compliance with the Company’s code of business conduct; and

(3) the role, the activities and the results of the Company’s internal business conduct.

(o) The Committee will review with management, the Company’s internal accounting and financial systems and controls to ensure that the Company maintains:

(1) the necessary books, records and accounts in reasonable detail to accurately and fairly reflect the Company’s transactions;

(2) effective internal control systems; and

(3) adequate processes for assessing the risk of material misstatement of the financial statements and for detecting control weaknesses or fraud.

(p) The Committee will direct and supervise the investigation into any matter brought to its attention within the scope of its duties, including the right to use outside consultants as deemed required.

(q) Perform such other duties as may be assigned to it by the Board of Directors from time to time or as may be required by applicable regulatory authorities or legislation.

(r) Report regularly and on a timely basis to the Board on matters coming before the Committee.

5. Authority

The Committee will have the authority:

(a) to engage independent counsel and other advisors as it determines necessary to carry out its duties;

(b) to set and pay the compensation for any advisors employed by the Committee, and

6. Oversight

The responsibilities and powers of the Committee are set forth in this Charter, and it is not the responsibility of the Committee to plan or conduct audits or to determine that the Company’s financial statements are complete and accurate or are in accordance with the generally accepted accounting principles and applicable rules and regulations. The role of a Committee member who is identified as having accounting or related financial expertise, like the role of all Committee members, is to oversee the process, not to certify or guarantee the internal or external audit of the Company’s financial information or public disclosure.

7. Effective Date

This Charter will come into effect on the date on which the Board approves it, which approval will be evidenced by the signature of the Secretary-Treasurer of the Company below.

Signed at Toronto, Ontario, on January 11, 2005

Donald D. Orr
Secretary-Treasurer

Wesdome Gold Mines Ltd.
Charter for the Compensation Committee

1. General

These terms of reference set forth the purpose, objectives and responsibilities of the Compensation Committee (the “Committee”) of Wesdome Gold Mines Ltd. (the “Corporation”).

The overall purpose of the Compensation Committee (the “Committee”) of the Corporation is to develop, monitor and assess the Corporation’s approach to the compensation of its directors, senior officers and employees.

2. Composition

The Committee shall consist of at least three members of the board of directors of the Corporation (the “Board”), a majority of whom shall be, in the determination of the Board, “independent” as that term is defined by Multilateral Instrument 52-110 Audit Committees. Each Committee member shall satisfy the experience requirements, if any, imposed by applicable securities laws, rules or guidelines, any applicable stock exchange requirements or guidelines and any other applicable regulatory rules. Determinations as to whether a particular director satisfies the requirements for membership on the Committee shall be made by the Board.

Members of the Committee shall be appointed annually by the Board at the first meeting of the Board after the annual general meeting of shareholders. Each member shall serve until such member’s successor is appointed, unless that member resigns or is removed by the Board or otherwise ceases to be a director of the Corporation. The board of directors of the Corporation may at any time remove or replace any member of the Committee and may fill any vacancy in the Committee.

The Chair of the Committee may be designated by the Board or, if it does not do so, the members of the Committee may elect a Chair by vote of a majority of the full Committee membership. The chair of the Committee shall be responsible for overseeing the performance by the Committee of its duties, for assessing the effectiveness of the Committee and individual Committee members and for reporting periodically to the Board.

3. Committee Function and Process

The Committee will meet at least once a year and meetings will be scheduled to facilitate the Committee carrying out its responsibilities. Additional meetings will be held as deemed necessary by the Committee Chair. Any member of the Committee may request a meeting of the Committee. Any director of the Corporation may request the chairman of the Committee to call a meeting of the Committee and may attend at such meeting or inform the Committee of a specific matter of concern to such director, and may participate in such meeting to the extent permitted by the chairman of the Committee.

Meetings of the Committee shall be validly constituted if a majority of the members of the Committee is present in person or by telephone conference.

4. Committee Charter

The Committee shall have a written charter that sets out its mandate and responsibilities and the Committee shall review and assess the adequacy of such charter and the effectiveness of the Committee at least annually or otherwise, as it deems appropriate, and propose recommended changes to the Board for its approval. Unless and until replaced or amended, this mandate constitutes that charter.

5. Duties of the Committee

The Compensation Committee shall have the power and authority of the Board to perform the following duties and fulfill the following responsibilities:

(a) Review the compensation practices and policies of the Corporation to ensure that they are competitive and that they provide appropriate motivation for corporate performance and increased shareholder value.

(b) Oversee the administration of the Corporation’s compensation programs, and review and approve the employees who receive compensation and the nature of the compensation provided under such programs, and to ensure that all management compensation programs are linked to meaningful and measurable performance targets.

(c) Make recommendations to the Board regarding the adoption, amendment or termination of compensation programs and the approval of the adoption, amendment and termination of compensation programs of the Corporation, including for greater certainty, ensuring that if any equity-based compensation plan is subject to shareholder approval, that such approval is sought.

(d) Periodically survey the executive compensation practices of other comparable companies.

(e) Establish and ensure the satisfaction of performance goals for performance-based compensation.

(f) Annually review and approve the annual base salary and bonus targets for the senior executives of the Corporation, other than the Chief Executive Officer (the “CEO”).

(g) Review and approve annual corporate goals and objectives for the CEO and evaluate the CEO’s performance against such goals and objectives.

(h) Annually review and approve, based on the Compensation Committee’s evaluation of the CEO, the CEO’s annual base salary, the CEO’s bonus, and any stock option grants and other awards to the CEO under the Corporation’s compensation programs. In determining the CEO’s compensation, the Compensation Committee will consider the Corporation’s performance and relative shareholder return, the compensation of CEOs at other companies, and the CEO’s compensation in past years.

(i) Review the annual report on executive compensation required to be prepared under applicable corporate and securities legislation and regulation including the disclosure concerning members of the Compensation Committee and settling the reports required to be made by the Compensation Committee in any document required to be filed with a regulatory authority and/or distributed to shareholders.

6. Authority to Engage Outside Advisors

In fulfilling their Committee responsibilities, Committee members shall, and shall be entitled to, communicate directly with the Corporation’s external auditors and external counsel, as well as other professional advisors to the Corporation, as required and shall be entitled, at the expense of the Corporation, to retain independent counsel and other advisors as it determines necessary to carry out its duties.

7. Effective Date

This Charter will come into effect on the date on which the Board approves it, which approval will be evidenced by the signature of the Secretary-Treasurer of the Company below.

Signed at Toronto, Ontario, on March 21th, 2006

Donald D. Orr
Secretary-Treasurer

Wesdome Gold Mines Ltd.
Charter for the Nominating and Corporate Governance Committee

1. General

The board of directors (the “Board”) of Wesdome Gold Mines Ltd. (the “Corporation”) has delegated the responsibilities, authorities and duties described below to the nominating and corporate governance committee (the “Committee”). For the purpose of this mandate, the term “Corporation” includes the Corporation and its subsidiaries.

2. Composition

3. Committee Function and Process

Meetings of the Committee shall be validly constituted if a majority of the members of the Committee is present in person or by telephone conference.

4. Committee Charter

5. Duties of the Committee

Corporate Governance

The Committee shall have the power and authority of the Board to perform the following duties and fulfill the following responsibilities relating to corporate governance:

(a) to develop and monitor the Corporation’s overall approach to corporate governance issues and, subject to approval by the directors, to implement and administer a system of corporate governance which reflects superior standards of corporate governance practices and to continue to develop the Corporation’s approach to corporate governance issues;

(b) to undertake an annual review of corporate governance issues and practices as they affect the Corporation and make a set of recommendations to the directors during each calendar year;

(c) to advise the directors or any committees of the directors of corporate governance issues which the Committee determines ought to be considered by the directors or any such committee;

(d) to review with the directors on a regular basis but not less than annually, the mandate of the Board, the terms of reference of each of the committees of the Board and the methods and processes by which the Board fulfils its duties and responsibilities, including without limitation:

(i) the number and content of meetings;

(ii) the annual schedule of issues to be presented to the directors at its meetings or those of its committees;

(iii) material which is to be provided to the directors generally and with respect to meetings of the directors or its committees;

(iv) resources available to the directors; and

(v) the communication process between the directors and management;

(e) to recommend to the directors a system which enables a committee or an individual director to engage, subject to Board approval, separate independent counsel and advisors at the expense of the Corporation in appropriate circumstances and, upon the approval by the directors of such a process, to be responsible for the management and administration thereof;

(f) to develop a position description for the chairman of the board of directors (the “Board Chairman”) and to assess the performance of the Board Chairman;

(g) to develop and implement an orientation and educational program for new recruits to the Board in order to familiarize new directors with the business of the Corporation, its management and professional advisers and its facilities;

(h) to develop and implement a process for assessing the effectiveness of the Board, individual directors, directors’ committees and the chairs thereof and to report and make recommendations to the directors thereon;

(i) overview the effectiveness of the terms of reference of the Audit Committee, the Compensation Committee and this Committee as they relate to matters affecting corporate governance;

(j) to report annually to the Corporation’s shareholders, through the Corporation’s annual management proxy circular or annual report to shareholders, on the Corporation’s approach to corporate governance;

(k) to adopt and implement a disclosure policy for the Corporation as well as a black-out policy for directors, executives and employees of the Corporation;

(l) to recommend candidates to fill Board and committee vacancies;

(m) to recommend the slate of directors to be nominated for election at the annual meeting of shareholders;

(n) to establish a minimum attendance expectation for directors;

(o) to recommend the termination of board membership of individual directors when appropriate;

(p) to provide regular reports of the Committee’s activities to the Board;

(q) to recommend to the Board for adoption a business code of ethics to ensure ethical behaviour and compliance with laws and regulations; and

(r) to consider such other matters and questions relating to corporate governance as the Board may from time to time see fit to refer to the Committee.

Nomination of Directors

The Committee shall have the power and authority of the Board to perform the following duties and fulfill the following responsibilities relating to the nomination of directors:

(a) to adopt a process to determine what competencies and skills the Board, as a whole, should possess given the nature of the business of the Corporation;

(b) to assess the competencies and skills of each existing director, with a view to assessing the Board as a whole for the purpose of, in part, facilitating effective decision making by the Board;

(c) to determine the appropriate size of the Board with a view to effective decision-making;

(d) to identify and recommend qualified individuals to become new members of the Board, giving due consideration to:

(i) the competencies and skills that the Board considers to be necessary for the Board, as a whole, to possess;

(ii) the competencies and skills that the Board considers each existing director to possess; and

(iii) the competencies and skills each new nominee will bring to the Board;

(e) to recommend the slate of directors to be nominated for election at the annual meeting of shareholders; and

(f) to consider such other matters and questions relating to the nomination of directors as the Board may from time to time see fit to refer to the Committee.

6. Authority to Engage Outside Advisors

7. Effective Date

This Charter will come into effect on the date on which the Board approves it, which approval will be evidenced by the signature of the Secretary-Treasurer of the Company below.

Signed at Toronto, Ontario, on March 21th, 2006

Donald D. Orr
Secretary-Treasurer

Governance

In this section:

Wesdome Gold Mines Ltd. (the “Company”) Charter for the Board of Directors

Wesdome Gold Mines Ltd. (the “Company”) Charter for the Audit Committee

Wesdome Gold Mines Ltd. Charter for the Compensation Committee

Wesdome Gold Mines Ltd. Charter for the Nominating and Corporate Governance Committee

Wesdome Gold Mines Ltd. (the “Company”)
Charter for the Board of Directors

Wesdome Gold Mines Ltd. (the “Company”)
Charter for the Audit Committee

Wesdome Gold Mines Ltd.
Charter for the Compensation Committee

Wesdome Gold Mines Ltd.
Charter for the Nominating and Corporate Governance Committee