The Board of Directors is committed to fulfilling its responsibility for the stewardship of Carmanah Technologies Corporation (the “Company”) and the enhancement of shareholder value, and believes that each member of the Board of Directors should carry the confidence and support of the Company’s shareholders. The Board of Directors has, in light of best practice standards in Canada, unanimously adopted this statement of policy providing for majority voting in director elections at any meeting of the Company’s shareholders where an “uncontested election” of directors is held. For the purposes of this policy, an “uncontested election” of directors of the Company means an election where the number of nominees for directors is equal to the number of directors to be elected.
(Adopted by the Board of Directors with immediate effect on March 13, 2013)
CARMANAH TECHNOLOGIES CORPORATION
The Company is committed to: (i) facilitating an orderly and efficient annual general or, where the need arises, special meeting, process; (ii) ensuring that all shareholders receive adequate notice of the director nominations and sufficient information with respect to all nominees; and (iii) allowing shareholders to register an informed vote having been afforded reasonable time for appropriate deliberation.
This disclosure policy extends to all insiders (“Insiders”) which includes all employees, management, officers and the board of directors (“Board”) of the Company and all of its subsidiaries as well third parties having a special relationship with the Company, as applicable. The definition of “special relationship” is very broad and is intended to capture parties that, amongst others, have a material connection with the Company, either through share ownership (any person or company that owns or controls, directly or indirectly, more than 10% of the voting rights of the outstanding voting securities the Company) or a business relationship.
This disclosure policy reflects Carmanah Technology Corporation’s (“Carmanah” or the “Company”) commitment to providing timely, transparent, consistent and credible information to the investment community consistent with legal and regulatory requirements. The establishment and maintenance of this policy is the direct responsibility of the board of directors (“Board”) of Carmanah.
This disclosure policy confirms in writing Carmanah’ s existing disclosure policies and practices. Its goal is to develop and maintain realistic investor expectations by making all required disclosures on a broadly disseminated basis as called for under Canadian securities regulations and TSX listed company disclosure requirements. Its purpose is also to raise awareness of the Company’s approach to disclosure.
Outlined below is the position description for the Chief Executive Officer (“CEO”) of Carmanah Technologies Corporation (“Carmanah” or the “Company”). In addition to the duties and responsibilities set forth pursuant to the CEO’s employment agreement, below is the position description.