The Board of Directors ("Board") of Omni-Lite Industries Canada Inc.
("Corporation") shall be responsible for overseeing the business of the
Corporation which shall be conducted on a day-to-day basis by management
engaged with the approval of the Board. Corporate policies shall be
established by the Board, which shall supervise management to ensure
that those policies are carried out. The Board shall approve all
significant decisions, supervise their implementation and review their
(a) Strategic Planning Process
The Board shall be involved with management on an ongoing basis in the
development and implementation of the Corporation's strategic and
financial plans, and shall be responsible for its approval. A specific
review of the plans shall form part of the Agenda for at least one Board
meeting in each year.
(b) Principal Risks
The identification of the principal risks of the Corporation's business
shall be contained in the Management Discussion and Analysis attached to
the annual and quarterly financial statements and appropriate steps
shall be taken to manage those risks.
(c) Succession Planning
The Board is responsible for choosing the President and the Chief
Executive Officer, appointing members of senior management and for
monitoring their performance. One of the criteria in the recruitment of
management personal is an evaluation of the potential for advancement to
more senior positions, and, where possible, management endeavours to
develop that potential.
(d) Communications Policy
The Board or a committee thereof, approves all of the Corporation's
major communications, including annual and quarterly reports, financing
documents and press releases. The primary responsibility for monitoring
and preparing stakeholder communications is assigned to the Chief
Financial Officer who responds to stakeholder inquiries along with the
Chief Executive Officer.
(e) Integrity of Internal Control
The Board, through its Audit Committee, examines the effectiveness of
the Corporation's internal control processes and management information
systems and consults with the Corporation's auditors to ensure the
integrity of these systems.
Roger Dent is currently a director of California Nanotechnologies Corp.
("Cal Nano") which is a reporting issuer. An affiliate of the
Corporation is a shareholder of Cal Nano and the Corporation is an
indirect guarantor of certain Cal Nano's indebtedness. Roger Dent is
also CEO and director of Quinsam Capital Corporation and director of
Quia Resources Inc. and AcuityAds Holdings Inc. which are reporting
3. Board Independence
The Chief Executive Officer of the Corporation is, currently, the only
insider director of the Board. On information and belief, the
Corporation does not have a single, individual shareholder with
beneficial ownership in excess of 20%.
4. Individual Unrelated Directors
The Board is responsible for determining whether or not each director is
an unrelated director. To do this, the Board analyzes all the
relationships of the directors with the Corporation and its
subsidiaries. David Robbins is a related director because of his
position as the CEO of the Corporation. Chuck Samkoff is a director of
the Corporation and a Managing Director of Cypress Associates LLC
("Cypress"). The Company has previously retained Cypress to advise the
Corporation with respect to potential strategic and financial
opportunities. Cypress is a nationally-recognized boutique investment
banking firm, providing mergers and acquisition expertise, restructuring
advisory services, and private placements of debt and equity securities.
Cypress and its affiliates may seek to provide in the future investment
banking services to the Corporation or their affiliates. .
5. Ethical Business Conduct
The Board encourages and promotes a culture of ethical business conduct
by monitoring all directors, officers, employees and consultants of the
Corporation and taking corrective action if unethical conduct is
6. Nomination of Directors
In light of the relatively small size of the Board, the Corporation's
Board does not have a nominating committee. Each director may present to
the Board prospective director candidates possessing the relevant
qualifications and experience for further consideration by the entire
7. Assessing the Board's Effectiveness
Due to the relatively small size of the Board, the Board, as a whole,
assumes responsibility for assessing the effectiveness of its individual
8. Orientation and Continuing Education of Directors
Senior management makes regular presentations to the Board at its
meetings and all directors are encouraged to communicate directly with
management and other staff. Directors are invited to tour the
Corporation's facilities and to familiarize themselves with the details
of the Corporation's operations.
9. Effective Board Size
Having regard to the Corporation's relatively small size it is
appropriate that the Board not be large. As an Ontario corporation
carrying on its business through subsidiaries outside of Canada it is a
requirement that at least one quarter of the Board be resident
Canadians. The current Board composition of one resident Canadian and
three members who reside outside of Canada permits the Board to operate
in a prudent and effective manner.
10. Compensation of Directors
The Corporation currently compensates its non-management directors
through a combination of cash and common stock option remuneration.
11. Other Board Committees
Due to the relatively small size of the Board, the only committee
established at the present time is the Audit Committee which is made up
entirely of outside directors: Roger Dent, Patrick Hutchins, and Chuck
Samkoff. The committee meets with the Corporation's outside auditor and
the Chief Financial Officer to review the Corporation's annual
consolidated financial statements and the recommendations of the
auditors and to recommend approval of the statements by the Board.
12. Approach to Corporate Governance
The Board, as a whole, has assumed responsibility for the development
and implementation of governance practices and policies.
13. Position Descriptions
The Board, including the President and CEO, is responsible for defining
the scope and role of the President and CEO of the Corporation.
14. Board Independence
Any two directors may convene a meeting of the Board, apart from the
Chairman and CEO, should it be deemed necessary and at any such meeting
of outside directors, a Lead Director may be appointed should it be
15. Audit Committee
The Board has an Audit Committee, the composition and function of which
is discussed under Item 11 above.
16. Outside Advisors
Any director of the Corporation may hire outside advisors which may be
at the Corporation's expense upon the approval of one other director.