JPMorgan - KASE

approved by our shareholders in November 1996 and was amended, with the approval of our
shareholders, in 1997 and 2000. This plan is administered by our board of directors. Any of our
officers, directors or employees may be chosen by our board of directors to participate in the
option plan.
Compensation of Outside Directors
We pay (i) outside directors an annual director’s fee of $11,000, (ii) chairmen of committees of
our board an annual fee of $3,500, (iii) outside directors an additional fee of $1,000 for each
meeting of our board or of a committee of our board attended in person and $750 for each
meeting of our board or of a committee of the board attended by telephone, and (iv) for each
occasion on which an outside director is required to attend a meeting of our board or of a
committee of our board outside of his home country, a fee of $1,000 for each two days of travel
time per trip. During the year ended December 31, 2001, the total amounts paid or payable to
our then outside directors in directors’ fees was Cdn.$397,188.
Effective November 1, 1998, Mr. Kaplan, entered into a consulting services contract with us for an
annual compensation of Cdn.$120,000, expiring October 31, 2001. During our fiscal year ended
December 31, 2001, Mr. Kaplan received Cdn.$100,000 as a result of this contract. These annual
compensation fees were in addition to the regular directors’ fees referred to in the above
paragraph.
Board Committees
The board of directors has established an Audit Committee, a Compensation Committee and a
Corporate Governance Committee. Corporate governance issues are discussed by the board as a
whole. The board of directors has established the mandate, duties and responsibilities of each
committee, which it reviews from time to time. All the members of each committee are nonmanagement
directors.
We are required to have an Audit Committee pursuant to our governing statute, the Business
Corporations Act (Alberta). The Audit Committee is comprised of Messrs. Alshinbaev, Lefèvre and
Doak. The Audit Committee’s duties and responsibilities include: assisting the board of directors
in fulfilling its fiduciary responsibilities relating to our accounting and reporting practices and
the integrity of our internal accounting controls and information systems; reviewing with our
auditors of the annual or interim financial statements; reviewing the annual report and any
interim or other reports of the auditors; and, through periodic meetings with the auditors,
reviewing the adequacy of our internal accounting and audit procedures.
The Compensation Committee is comprised of Messrs. Alshinbaev, Doak and MacEachern. The
duties and responsibilities of the Compensation Committee include determining the salary and
benefits of the President and Chief Executive Officer and on the recommendation of the
President and Chief Executive Officer, determining our general compensation structure and
policies and programs and the salary and benefit levels for the senior officers.
The Corporate Governance Committee is comprised of Messrs. Doak and MacEachern. The duties
and responsibilities of the Corporate Governance Committee include (i) assessing, at least
annually, the effectiveness of the board as a whole and the committees of the board,
(ii) reviewing annually the mandates of the board and its committees and making
recommendations for change, (iii) recommending procedures to permit the board to function
independently from management, (iv) reviewing and, if appropriate, approving requests from
directors for the engagement of outside advisors, (v) preparing and maintaining our corporate
governance policies, and (vi) identifying prospective nominees for the board and recommending
them to the board and establishing criteria for board membership and retirement therefrom.
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