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1. Stewardship

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 results.

(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.

2. Directorships

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 issuers.

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 detected.

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   Board.

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 members.

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 deemed appropriate.

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.





Proud to be a publicly traded company under the symbols OML in Canada (TSX-V) and OLNCF in the USA (OTCQX)

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