Position Description for Chairman

Outlined below is the position description for the Chair (the “Chair”) of the board of directors (the “Board”) of Carmanah Technologies Corporation (“Carmanah” or the “Company”).

CHAIR OF THE BOARD

The Chair plays a critical role on the Board by leading the Board in its management and supervision of the business of the Company. The Chair manages the affairs of the Board, including overseeing the proper constitution of the Board and its effective operation, independent of management.

The primary responsibilities of the Chair include:

 

Meetings

  • Setting the date, time and place for meetings and ensuring that meetings are held in accordance with the Company’s bylaws.

  • Establishing an agenda for each meeting and ensuring that all information required to be reviewed by Board members is circulated in sufficient time for proper review prior to meetings.

  • Chairing each meeting and guiding its deliberations so as to ensure each meeting is conducted in an efficient and effective manner and so as to meet the obligations of the Board pursuant to its mandate.

  • Ensuring that meetings are periodically conducted, in whole or in part, without the presence of members of management and non-independent directors.

  • Ensuring minutes of each meeting are kept, distributed to appropriate persons, and placed in the Company’s minute book.

 

Relationship with Management

Management is defined as named executive officer(s) (“NEO”)” and individually or collectively, includes the following individuals:

(a) the Company’s Chief Executive Officer (“CEO”);

(b) the Company’s Chief Financial Officer (“CFO”);

(c) each individual who directly reports to the CEO

(d) each individual who is disclosed as a NEO in the Company’s management information circular

  • Communicating to NEOs the views of the Board, shareholders and other stakeholders.
  • Acting as a resource and sounding board for NEOs.
  • Communicating to the Board the NEO strategy, plans and performance.
  • Facilitating the Board’s interaction with NEOs, as appropriate.

 

Managing the Board

  • Providing strong leadership to and facilitating the effective operation and management of the Board.

 

Relationship with Shareholders

  • Chairing meetings of shareholders.

  • Facilitating the Board’s efforts to accommodate feedback from shareholders.

 

Managing Whistleblower Policy

  • Over sight of misconduct and any related disciplinary or corrective action, if any

 

Governance

  • Maintaining an effective governance framework for the Company in compliance with appropriate laws and regulations

     

Effective March, 2013