Mandate of the Governance Committee

Purpose

The Board of Directors (the "Board") of the Carmanah Technologies Corporation (the "Company") has established a Governance Committee (the "Committee") for the purpose of providing the Board with recommendations relating to corporate governance.

Membership and Organization

The Board will, each year, appoint a minimum of five (5) directors as members of the Committee and appoint one member of the Committee as Chair. All members of the Committee will be non-management directors.

A majority of members of the Committee, present in person, by teleconferencing, or by videoconferencing constitutes a quorum.

A member may resign from the Committee, and may also be removed and replaced at any time by the Board, and automatically ceases to be a member as soon as the member ceases to be a director. The Board fills vacancies in the Committee by appointment from among the directors of the Board. Subject to quorum requirements, if a vacancy exists on the Committee, the remaining members exercise all its powers.

The Committee may retain or appoint, at the Company’s expense and with the approval of the Chair of the Board, an outside advisor or expert as it deems necessary to carry out its duties.

Duties and Responsibilities

The Committee:

  • develops governance principles and guidelines for the Company;
  • reviews and assesses on an ongoing basis the Company's system of corporate governance;
  • oversees compliance with governance policies;
  • determines Board size and composition;
  • conducts the director selection process and the orientation of new Board members;
  • defines the role and responsibilities of directors;
  • defines general responsibilities and functions of the Board;
  • defines the organization and responsibilities of Board committees;
  • establishes appropriate processes for the regular evaluation of the effectiveness of the Board, its committees and its members;
  • prepares the corporate governance disclosure section in the Company’s annual report, and any other corporate governance matters as required by public disclosure requirements;
  • appoints the Designated Board Member, who shall be independent, to manage any Whistle Blower reports.

The Committee oversees compliance with the following Company policies and grants any waivers associated with these policies:

  • Corporate Code of Conduct;
  • Corporate Communications and Disclosure Policy;
  • Share Trading Policy;
  • Stock Option Granting Policy

Complaint Procedures

The Committee has a procedure for the receipt, retention and follow-up of complaints from members of the Board and maintains the Company’s Whistle Blower Policy.