Statement of Corporate Governance Practices

The Company’s board of directors is ultimately responsible for supervising the management of the business and affairs of the Company and, in doing so, is required to act in the best interests of the Company. The board of directors discharges, in part, its responsibility directly and through the Audit Committee, the Compensation Committee, the Executive Committee and the Corporate Governance Committee. The board of directors meets regularly to review the business operations and financial results of the Company. Meetings of the board of directors include regular meetings with management to review and discuss specific aspects of the operations of the Company. During the fiscal period ended December 31, 2004, the board of directors met seven times.

The board of directors of the Company considers sound corporate governance practices to be essential to the effective operation and success of the Company and that these practices are reviewed regularly to ensure that they are appropriate. A description of the Company’s corporate governance practices follows. This Statement of Corporate Governance Practices has been prepared by the Corporate Governance Committee and approved by the Board of the Company.

The TSX requires that this Statement of Corporate Governance Practices describe the corporate governance practices of the Company with reference to a specific set of guidelines adopted by the TSX (the “TSX Guidelines”) to assist listed companies in their approach to corporate governance. The text in italics which follows sets out the recommendations of the TSX Guidelines. The non-italicized text describes the Company’s corporate governance practices and provides an explanation for differences between such practices and the guidelines contained in the TSX Guidelines.

1.

The board of directors of every corporation should explicitly assume responsibility for the stewardship of the corporation and as part of the overall stewardship responsibility, should assume responsibility for the following matters:

adoption of a strategic planning process;

Each year, management of the Company prepares and submits to the Board a comprehensive long-term strategic plan for the ensuing three year period and a short-term plan for the ensuing year. The Board participates in the strategic planning process by reviewing the strategic plans developed and proposed by management and, subject to any recommendations or amendments deemed necessary, adopting such plans. A portion of time at every meeting of the Board is set aside to discuss the strategic planning process and related matters. Discussion is encouraged and management benefits from the advice and guidance of the Board on important strategic issues.

(ii)

the identification of the principal risks of the corporation’s business and ensuring the implementation of appropriate systems to manage these risks;

The Board, through the Audit Committee, reviews and identifies the Company’s principal risks and manages these risks through appraisal of management’s practices on an ongoing basis.

(iii)

succession planning, including appointing, training and monitoring senior management;

The Board, on the advice of the Compensation Committee, reviews the Company’s organizational structure and succession planning matters at least annually. All external members of the Board have the responsibility for succession planning as it relates to senior management.

(iv)

a communications policy for the corporation;

The Board has assigned investment relations responsibilities primarily to the Chief Financial Officer. The Board, through and with the assistance of senior management, has established a corporate disclosure policy to ensure consistency in the manner that communications with shareholders and the public are managed. In addition, all press releases of the Company are reviewed by the Company’s legal counsel. The Board believes that the Company’s corporate disclosure policy has been established in accordance with the relevant disclosure requirements under applicable securities laws.

(v)

the integrity of the corporation’s internal control and management information systems.

The Audit Committee has the responsibility to oversee the integrity of internal controls to manage information systems with respect to financial matters. The Audit Committee, in conjunction with management, has established internal controls and management information systems with respect to other operations matters. The Audit Committee meets with the Company’s external auditors at least annually.

2.

The board of directors of every corporation should be constituted with a majority of individuals who qualify as unrelated directors. An unrelated director is a director who is independent of management and is free from any interest and any business or other relationship which could, or could reasonably be perceived to, materially interfere with the director’s ability to act with a view to the best interests of the corporation, other than interests and relationships arising from shareholding. A related director is a director who is not an unrelated director. If the corporation has a significant shareholder, in addition to a majority of unrelated directors, the board should include a number of directors who do not have interests in or relationships with either the corporation or the significant shareholder and which fairly reflects the investment in the corporation by shareholders other than the significant shareholder. A significant shareholder is a shareholder with the ability to exercise a majority of the votes for the election of the board of directors.

The Board of Directors has determined that the appropriate size of the Board, going forward, is seven (7) members, five (5) of whom are considered unrelated directors. The Company does not have a significant shareholder within the meaning of the TSX Report. No member of management is considered a significant shareholder as management’s shareholdings, in aggregate, are less than 15%, and no individual member of management owns more than 10%, of the issued and outstanding shares of the Company. The directors feel that the representation on the Board of five (5) unrelated directors fairly reflects the investment in the Company by its shareholders.

3.

The application of the definition of “unrelated director” to the circumstances of each individual director should be the responsibility of the board which will be required to disclose on an annual basis whether the board has a majority of unrelated directors or, in the case of a corporation with a significant shareholder, whether the board is constituted with the appropriate number of directors which are not related to either the corporation or the significant shareholder. Management directors are related directors. The board will also be required to disclose on an annual basis the analysis of the application of the principles supporting this conclusion.

William J. Neill, the President and Chief Executive Officer of the Company and David S. White, the Secretary of and counsel to the Company are the only related directors. Remmer Mammen, Managing Director of Leewood Elastomer GmbH, a subsidiary of the Company, will not be standing for re-election as director at the Meeting. None of the remaining directors nor their associates is employed by or otherwise works for the Company, has entered into any material contracts with the Company or received remuneration from the Company (other than stock options and directors fees).

4.

The board of directors of every corporation should appoint a committee of directors composed exclusively of outside, i.e. non-management, directors, a majority of whom are unrelated directors, with the responsibility for proposing to the full board new nominees to the board and for assessing directors on an ongoing basis.

The Corporate Governance Committee is responsible for making recommendations to the Board as to the composition of the Board, identifying new nominees and assessing the qualifications of directors. The Corporate Governance Committee currently consists of Robert G. Kearns, (Retired) General Lewis W. MacKenzie and Arne Strand, each of whom is both an outside and unrelated director. In addition, in order to maintain continuity among the Board, the Company’s by-laws provide for a “rotating” Board whereby individual directors hold office for a three year term.

5.

Every board of directors should implement a process to be carried out by the nominating committee or other appropriate committee for assessing the effectiveness of the board as a whole, the committees of the board and the contribution of individual directors.

The Corporate Governance Committee monitors the effectiveness of the relationship between management and the Board, the effectiveness of Board operations, the operations of the committees of the Board as well as of individual directors, to recommend improvements to each of the above.

6.

Every corporation, as an integral element of the process for appointing new directors, should provide an orientation and education program for new recruits to the board.

To date, the Company has not adopted a formal orientation and education program for new directors. However, one of the responsibilities of the Corporate Governance Committee will be to examine alternatives for such a program and make a formal recommendation to the Board in the near future. In the interim, nominees to the Board are provided access to relevant business, financial and operating information relating to the Company and are invited to meet with senior management to discuss the business and affairs of the Company.

7.

Every board of directors should examine its size and, with a view to determining the impact of the number upon effectiveness, undertake, where appropriate, a program to reduce the number of directors to a number which facilitates more effective decision-making.

The Board has determined that the size of the Board is appropriate for the Company at this time and offers the flexibility to respond quickly to corporate opportunities and challenges as they arise from time to time. The Board as currently constituted brings together a mix of skills, backgrounds and attitudes that the board considers appropriate for the stewardship of the Company.

8.

The board of directors should review the adequacy and form of the compensation of directors and ensure the compensation realistically reflects the responsibilities and risk involved in being an effective director.

In establishing the quantum and form of compensation paid to the directors, the Board, through the Executive Committee, conducted a survey of comparable public companies in similar industries as the Company. Based primarily on the results of that survey, the Board believes that the compensation paid to directors of the Company as set forth under “Executive Compensation – Compensation of Directors” is both consistent with similar companies and realistically reflects the risks and responsibilities of being an effective director.

9.

Committees of the board of directors should generally be composed of outside directors, a majority of whom are unrelated directors, although some board committees, such as the executive committee, may include one or more inside directors. An inside director is a director who is an officer or employee of the corporation or of any of its affiliates.

Set out below is the composition of the current committees of the Board. The right-hand column entitled “Status” represents the Board’s characterization of each of the members:

10.

Every board of directors should expressly assume responsibility for, or assign to a committee of directors the general responsibility for, developing the corporation’s approach to governance issues. This committee would, amongst other things, be responsible for the corporation’s response to these governance guidelines.

The Board has constituted a Corporate Governance Committee which is responsible for the adoption and implementation of appropriate corporate governance practices and procedures and ensuring compliance, to the extent practicable, with the guidelines set forth in the TSX Report. See item 9 above which identifies the members of the Corporate Governance Committee.

11.

The board of directors, together with the CEO, should develop position descriptions for the board and for the CEO, involving the definition of the limits to management’s responsibilities. In addition, the board should approve or develop the corporate objectives which the CEO is responsible for meeting.

The responsibilities of the Board and management to act with due care in the best interests of the Company are well defined by law and both management and the Board recognize their respective duties and obligations. Corporate objectives are reviewed by the Board from time to time throughout the year.

12.

Every board of directors should have in place appropriate structures and procedures to ensure that the board can function independently of management. An appropriate structure would be to (i) appoint a chair of the board who is not a member of management with responsibility to ensure the board discharges its responsibilities or (ii) adopt alternate means such as assigning this responsibility to a committee of the board or to a director, sometimes referred to as the “lead director”. Appropriate procedures may involve the board meeting on a regular basis without management present or may involve expressly assigning the responsibility for administering the board’s relationship to management to a committee of the board.

Robert E. Lord is Chairman of the Board. As Mr. Lord is an unrelated director, the Board believes that the appointment of Mr. Lord as Chairman facilitates its ability to act independently of management.

13.

The audit committee of every board of directors should be composed only of outside directors. The roles and responsibilities of the audit committee should be specifically defined so as to provide appropriate guidance to the internal and external auditors to discuss and review specific issues as appropriate. The audit committee duties should include oversight responsibility for management reporting on internal control. While it is management’s responsibility to design and implement an effective system of internal control, it is the responsibility of the audit committee to ensure that management has done so.

All members of the Audit Committee are outside and unrelated directors.

The Audit Committee reviews the audited annual and unaudited interim financial statements of the Company and makes recommendations to the Board with respect to such statements. The Audit Committee met three times in the fiscal period ending December 31, 2004, and once following the completion of the fiscal period ending December 31, 2004 to receive the auditor’s report on the financial statements of the Company for the fiscal period ending December 31, 2004. The Audit Committee also makes recommendations to the Board regarding the appointment of independent auditors, reviews the nature and scope of the annual audit as proposed by the Company’s auditors and management, and reviews with management the risks inherent in the Company’s business and the risk management programs relating thereto. The Audit Committee also reviews with the Company’s auditors and management the adequacy of the internal accounting control procedures and systems. The Audit Committee members have direct access to the independent auditors. The Company does not have an internal audit department nor does it feel that one is currently required. The current members of the Audit Committee are Rodney C.B. Vander Meersch (Chairman), Robert E. Lord and Arne Strand.

14.

The board of directors should implement a system which enables an individual director to engage an outside adviser at the expense of the corporation in appropriate circumstances. The engagement of the outside advisor should be subject to the approval of an appropriate committee of the board.

Subject to prior approval of the Executive Committee, any individual director or committee of the Board is encouraged to retain outside advisors or consultants at the expense of the Company in order to fulfill his fiduciary obligations as a director or to comply with applicable statutory or regulatory requirements.