Board of Directors

The Novus Board believes that good corporate governance improves corporate performance and benefits all shareholders. The Canadian Securities Administrators (the "CSA") have adopted National Policy 58-201, Corporate Governance Guidelines, which provides non-prescriptive guidelines on corporate governance practices for reporting issuers such as Novus. In addition, the CSA have implemented National Instrument 58-101 Disclosure of Corporate Governance Practices ("NI 58-101"), which prescribes certain disclosure by Novus of its corporate governance practices. This disclosure is presented below.

Independent Directors - The independent members of the Novus Board are: Harry L. Knutson, Al J. Kroontje, A. Bruce Macdonald, Larry C. Mah and Michael A. Halvorson.

Non-independent Directors – The only non-independent director is Hugh Ross. Mr. Ross is considered to be non-independent by virtue of serving as President and Chief Executive Officer of Novus from March 31, 2009 to present.

Involvement in Other Reporting Issuers – The following directors hold directorships in other reporting issuers:

Orientation and Continuing Education of Board Members – New members of the Board receive an orientation package, which includes reports on operations and results and public disclosure filings. Board meetings are combined, where necessary, with presentations by Novus' management to give the directors additional insight into Novus' business. Management also is available throughout the year for discussion with all Novus Board members.

Measures to Encourage Ethical Business Conduct – The Novus Board has found that the fiduciary duties placed on individual directors by Novus' governing corporate legislation, common law and restrictions by applicable corporate legislation on an individual director's participation in decisions of the Novus Board in which the director has an interest, have been sufficient to ensure that the Board operates independently of management and in the best interests of Novus.

Nomination of Board Members – The Novus Board considers its size each year when it considers the number of directors to recommend to shareholders for election at the annual meeting of shareholders, taking into account the number required to carry out the Novus Board's duties effectively and to maintain a diversity of view and experience. There is currently no nominating committee as these functions are performed by the Board as a whole. However, if there is a change in the number of directors required, this policy will be reviewed.

Determination of Compensation of Directors and Officers – The Board's mandate includes reviewing, approving and establishing compensation for the directors and officers of Novus to ensure it reflects the responsibilities and risks of being a director and/or officer of a public company.

Other Board Committees –The Board has in place an Audit Committee, Reserves Committee, Compensation and Human Resources Committee and a Corporate Governance Committee.

Assessment of Directors, the Board and Board Committees – The Board monitors the adequacy of information given to directors, communication between the Board and management, and the strategic direction and processes of the Board and committees.

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