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Adopted May 8, 2006 |
| 1. |
PURPOSE |
| 1.1 |
The Corporate Governance Committee (the "Committee") of the Board of Directors (the "Board") of Dynetek Industries Ltd. (the "Corporation") is established by the Board for the purpose of overseeing the development of the Corporation's approach to corporate governance. |
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| 2. |
COMPOSITION |
| 2.1 |
The Committee will be composed of a minimum of two (2) members. |
| 2.2 |
Every member of the Committee must be an independent director of the Corporation. |
| 2.3 |
The Committee may also invite the CEO to attend meetings of the Committee as an ad hoc, non-voting member. |
| 2.4 |
The members of the Committee will choose one of its members to serve as Chair, who is responsible for chairing all meetings of the Committee and for providing reports to the Board. |
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| 3. |
RESPONSIBILITIES |
| 3.1 |
The Committee will review and provide recommendations to the Board for approval of the following:
- the Corporation's corporate governance practices;
- the charters of the committees of the Board, and any amendments to such charters; and
- the disclosure of the Corporation's corporate governance practices in accordance with applicable laws and securities policies.
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| 3.2 |
The Committee will, if requested by the Board, oversee any evaluation process of the performance and effectiveness of the Board, Board Committees and individual directors. |
| 3.3 |
The Committee will also maintain a database of suitable potential independent directors for the Corporation. |
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| 4. |
AUTHORITY |
| 4.1 |
The Committee has the authority:
- to engage independent counsel and other advisors as it determines necessary to carry out its duties;
- with the approval of the Board of Directors, to set and pay the compensation for any advisors employed by the Committee.
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| 5. |
MEETINGS |
| 5.1 |
The Committee will meet at least two (2) times per year, and additionally as necessary. |
| 5.2 |
With the approval of all Committee members, a meeting of the Committee may be conducted with any or all members of the Committee present by telephone conference call. |
| 5.3 |
A quorum for a meeting of the Committee will be a majority of the members, present either in person or by telephone conference call. |
| 5.4 |
Resolutions of the Committee will be carried by a majority of the votes cast by the members of the Committee at the meeting, present either in person or by telephone. |
| 5.5 |
All members of the Board are free to attend and participate in any meetings of the Committee, but only members of the Committee are entitled to vote. |
| 5.6 |
The Committee may invite such officers and employees of the Corporation to attend such meetings as the Committee sees fit. |
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| 6. |
RENUMERATION |
| 6.1 |
The members of the Committee will be entitled to receive such remuneration for acting as members of the Committee as the Board may from time to time determine. |
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Investor