Mandate of the Board of Directors

Purpose

The Board of Directors (the "Board") is responsible for supervising the management of the business affairs of Carmanah Technology Corporation (the "Company"). The Board has the statutory authority and obligation to protect and enhance the assets of the Company in the interest of all of its shareholders.

Membership and Organization

Subject to the Articles and By-Laws of the Company, the Board manages its own affairs, including planning its composition, selecting its Chairman (who shall not be the CEO), nominating candidates for election to the Board, appointing the members of its committees, establishing the terms of reference and duties of its committees, and determining Board compensation.

Although Directors may be elected by the shareholders to bring a special expertise or point of view to Board deliberations, they are not chosen to represent a particular constituency. The best interest of the Company is paramount at all times. The involvement and commitment of Directors is evidenced by regular Board and committee attendance, preparation and active participation in setting goals, and requiring performance in the interest of shareholders.

The Board meets at least five times a year -- quarterly and the Company's Annual General Meeting. Minutes of each meeting are kept by the Corporate Secretary.

The Board provides an orientation and induction program for new Directors and encourages and provides opportunities for all Directors to continually update their skills as well as their knowledge of the Company, its business and its senior management.

Duties and Responsibilities

Management of the Company's business is done through the Chief Executive Officer (CEO), who is charged with the day-to-day management of the Company. The Board approves the goals of the business, the objectives and policies within which it is managed, and then evaluates CEO performance. Reciprocally, the CEO keeps the Board fully informed in a timely manner of the progress of the Company towards the achievement of its established goals, and of all material deviations from the goals, objectives and policies established by the Board.

The Board's principal duties fall into seven categories.

CEO Selection, Retention and Succession

The Board has responsibility for:

• the appointment and replacement of the CEO, for monitoring CEO performance, and for determining CEO compensation.
• provide advice and counsel to the CEO
• taking action when CEO performance falls short of the Company's goals
• approving the appointment and remuneration of corporate officers, acting upon the advice of the CEO,
• for ensuring that adequate provision has been made for CEO succession.
  

Strategy Determination

The Board has the responsibility to participate directly, or through its committees, for:

• developing and approving the mission of the Company's business, its objectives and goals, and the strategy for their achievement;
• reviewing the Company's annual strategic plan with senior management prior to the commencement of each year and approve the plan.

Risk Evaluation

The Board has the responsibility to identify the principal risks of the Company's business and ensure the implementation of appropriate systems to manage such risks.

Monitoring and Acting

The Board has responsibility for:

• regularly monitoring the Company's progress in accomplishing its plan;
• revising and altering the strategic plan in light of changing circumstances;
• reviewing the human, technological and capital resources required to implement the plan;
• assessing the regulatory, cultural or governmental constraints to the plan.

Policies and Procedures

The Board has responsibility for:

• ensuring that the Company operates at all times within applicable laws and regulations,
• monitoring compliance with the Company's written Code of Conduct,
• granting waivers from the Code of Conduct for Directors and officers, and disclosing any such waivers in the Company's next quarterly report, including the circumstances and rationale for granting the waiver.
• approving and monitoring compliance with other significant policies and procedures by which the Company is operated.

Disclosure to Shareholders and Others

The Board has responsibility for ensuring that the performance of the Company is adequately reported to its shareholders, its other security holders, the investment community, the relevant regulators and the public on a timely and regular basis.

In particular the Board has responsibility for:

• reviewing and approving the Company's unaudited quarterly financial statements and accompanying notes and the related Management’s Discussion and Analysis and press release
• ensuring that the Company's audited annual financial statements are presented fairly and in accordance with generally accepted accounting standards and reviewing and approving such financial statements and accompanying notes and the related Management’s Discussion and Analysis and press release
• reviewing and approving the Company's Management Information Circular and
• reviewing and approving the Company's Annual Information Forms;
• ensuring that timely disclosure is made by press release of any development that results in, or may reasonably be expected to result in, a significant change in the value or market price of the Company's listed securities.

General Legal Obligations

The Board has a legal obligation to:

• supervise the management of the business and affairs of the Company;
• act honestly and in good faith with a view to the best interests of the Company;
• exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances;
• act in accordance with the Canada Business Corporations Act, securities, environmental and other relevant legislation and the Company's Articles and By-Laws;
  • any submission to the shareholders of a question or matter requiring the approval of the shareholders;
  • the filling of a vacancy among the Directors;
  • the manner and the terms of the issuance of securities;
  • the declaration of dividends;
  • the purchase, redemption or any other form of acquisition of shares issued by the Company;
  • the approval of a Management Information Circular;
  • the approval of any take-over bid circular or Directors' circular;
  • the approval of the annual financial statements of the Company; or
  • the adoption, amendment or repeal of By-Laws of the Company.