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Corporate Governance

The Sunshine Oilsands Board of Directors is committed to maintaining the high standards of corporate governance that are fundamental to the effective and transparent operation of the company and its ability to protect the rights of its shareholders and enhance shareholder value.

Committee Charters

Corporate Articles & Bylaws

Audit Committee

Sunshine's current Audit Committee is comprised of Messrs. Gerald Stevenson (Chair), Raymond Fong, Yi (David) He and Mses. Joanne Yan.

The Audit Committee is a committee of independent directors appointed by the Board of Directors of the Corporation (the "Board of Directors"). The Audit committee's mandate is to provide recommendations to the Board of Directors in fulfilling its financial reporting and control responsibility to the shareholders and the investment community. The committee is, however, independent of the Board of Directors and the Corporation and in carrying out their role shall have the ability to determine its own agenda and any additional activities that the Audit Committee shall carry out.

Compensation Committee

The Compensation Committee is comprised of Messrs. Kwok Ping Sun (Chair), Raymond Fong and Mses. Joanne Yan.

The Corporation's Compensation Committee reviews and makes recommendations to the Board of Directors concerning the compensation of the directors, officers and employees of the Corporation and its subsidiaries. The Compensation Committee shall review the executive compensation and other human resource philosophies and policies of the Corporation and its subsidiaries, as well as undertake the review and administration of the Corporation's Salary, STI, LTI and any share purchase plan, as well as those of any subsidiary of the Corporation, the review of and recommendations regarding the performance of senior management of the Corporation and the preparation of a report for inclusion in annual continuous disclosure documents as required. The Compensation Committee is comprised of a majority of non-management members of the Board of Directors and is required to convene at least annually.

Corporate Governance Committee

The Corporate Governance Committee is comprised of Messrs. Kwok Ping Sun (Chair), Michael J. Hibberd, Raymond Fong, Yi (David) He and Mses. Joanne Yan.

The Corporation's Corporate Governance Committee is responsible for proposing to the Board of Directors new nominees to the Board of Directors and for assessing the Board, its committees and its directors on an ongoing basis. The Committee is also responsible for the Corporation's response to and implementation of the guidelines set forth from time to time by any applicable regulatory authorities. The Corporate Governance Committee is comprised of a majority of non-management members of the Board of Directors and is required to convene at least annually.

Reserves Committee

The Reserves Committee is comprised of Messrs. Gerald Stevenson (Chair), Raymond Fong and Dr. Qi Jiang.

The Reserves Committee has the responsibility of meeting with the independent engineering firm commissioned to conduct the reserves evaluation on the Corporation's oil sands assets and to discuss the results of such evaluation with such independent evaluators and management. Specifically, the Reserves Committee's responsibilities include, but are not limited to, reviewing management's recommendations for the appointment or proposed changes of independent evaluators, reviewing the Corporation's procedures for providing information to the independent evaluators, meeting with management and the independent evaluator to review the reserves data and report, including any restrictions imposed by management or significant issues on which there was a disagreement with management and reviewing reserve additions and revisions which occur from one report to the next, recommending to the Board of Directors whether to approve the content of the independent evaluators' report, reviewing the Corporation's procedures for reporting on other information associated with oil sands producing activities and generally reviewing all public disclosure of estimates of the Corporation's reserves. The Reserves Committee is comprised of a majority of non-management members of the Board of Directors and meets at least once annually or otherwise as circumstances warrant.