Greentree Gas & Oil Ltd.

Audit Committee Charter

Insider Trading Policy

Code of Business Conduct

Corporate Disclosure Policy

GREENTREE GAS & OIL LTD. (“the Corporation”)
COMPENSATION COMMITTEE CHARTER

COMPOSITION

The Compensation Committee (the “Committee”) is a committee of the Board of Directors.

The Committee will consist of at least two members, a majority of whom must be independent of management of the Corporation and 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 interest of the Corporation, other than interests and relationships arising from shareholdings.

One of the members shall be appointed Chairman by the Board of Directors.

The members’ terms of appointment should coincide with the terms of appointment of other committees of the Board of Directors and provide for continuity of membership while, at the same time, allowing fresh perspectives to be added.

MEETINGS

The Committee will meet at least once a year or more often at the request of the Chairman or any other member of the Committee.

Upon consultation with and approval by all persons participating in a meeting of the Committee, the meeting may be conducted by way of a telephone conference call.

RESPONSIBILITIES

The responsibilities of the Committee include the following:

	(a)	reviewing and approving corporate goals and objectives relevant to Chief Executive Officer compensation and evaluating the Chief Executive Officer's performance in light of those corporate goals and objectives;
	(b)	making recommendations to the Board of Directors with respect to the Chief Executive Officer's compensation level based on the evaluation of the Chief Executive Officer's performance;
	(c)	making recommendations to the Board of Directors in respect of non-CEO executive compensation;
	(d)	reviewing the major compensation policies of the Corporation and its subsidiaries, if any, and administering the Corporation’s executive compensation program, including incentive programs and equity-based programs for senior personnel;
	(e)	making recommendations to the Board of Directors regarding awards of stock options pursuant to the Corporation’s Stock Option Plan and all executive short-term and long-term incentive compensation programs;
	(f)	reviewing, at regular intervals, the management succession plans for executive officers;
	(g)	reviewing principles and objectives relating to the recruitment, training, development, compensation and evaluation of employees;
	(h)	reviewing pension arrangements and performance of the Corporation’s pension plan, if any, in conjunction with the Audit Committee of the Board of Directors; and
	(i)	reviewing executive compensation disclosure before the Corporation publicly discloses this information

REPORTING

The Committee should regularly update the Board of Directors about Committee activities and should make appropriate recommendations. The minutes of all meetings of the Committee are to be provided to all members of the Board of Directors. Oral reports by the Chairman of the Committee on recent matters not yet recorded in the minutes are to be provided to the Board of Directors at its next meeting.

Supporting schedules and information reviewed by the Committee will be available for examination by any director upon request to the Chairman of the Committee.

ACCESS TO INDEPENDENT ADVISORS

The Committee may, at any time, upon approval by a majority of the members of the Committee, retain outside financial, legal or other advisors, if deemed advisable, at the expense of the Corporation.