Policy 3.1 Directors, Officers and Corporate Governance

Scope of Policy

This Policy describes the qualifications which must be met by directors and management of an Issuer and minimum corporate governance standards and corporate relations policies required to be implemented by all Issuers. This Policy is not an exhaustive statement of corporate governance requirements applicable to Issuers. It must be read in conjunction with applicable corporate and Securities Laws.

The main headings in this Policy are:

1. Directors and Management—General

1.1

The directors and management of an Issuer are an important factor the Green Stock Exchange (GREENSX) considers in determining whether to accept the listing of an applicant Issuer's securities and whether an Issuer can continue to be listed on the Green Stock Exchange (GREENSX).

1.2

Before the Green Stock Exchange (GREENSX) will approve the involvement of any Insider with an Issuer or accept the listing of any applicant Issuer, each Insider and each person providing Investor Relations Activities, promotion or market making services on behalf of the Issuer must submit to the Green Stock Exchange (GREENSX) a duly completed Personal Information Form (a "PIF") (Form 2A) or, if applicable, a Declaration (Form 2C1). In addition, the Green Stock Exchange (GREENSX) can require a PIF from other Persons involved with the Issuer. See Policy 3.2—Filing Requirements and Continuous Disclosure.

1.3

The Green Stock Exchange (GREENSX) can:

(a) prohibit an individual from serving as a director or officer of an Issuer or impose restrictions on any director or officer;

(b) request a Sponsor Report before it will accept the involvement of any Person as an Insider of an Issuer;

(c) require that Persons with appropriate public company and/or industry experience and a history of regulatory compliance be added to the board of directors or management of an Issuer or an applicant Issuer by a certain date; and

(d) require that one or more members of the board of directors or management of an Issuer complete a prescribed course relating to corporate governance for public companies.

1.4

The directors and management of every Issuer must familiarize themselves with applicable Green Stock Exchange (GREENSX) Requirements, corporate and Securities Law.

1.5

If, pursuant to this Policy, an individual is prohibited from acting as a director or senior officer of an Issuer, that individual must resign from his or her position with the Issuer immediately, and may be required to resign as a director or officer of other Issuers.

2. Directors and Management Qualifications

2.1 Directors

(a) Each Issuer must have at least three directors. At least one director must have expertise in the area of the Issuer's actual or proposed business.

(b) Each Issuer must have at least two directors who are neither employees, senior officers, Control Persons or management consultants of the Issuer, its Associates or Affiliates or sponsoring Member.

2.2 Director's Public Company Experience

(a) At least one member of the Issuer's board of directors must have satisfactory experience in operating and managing a company. The Green Stock Exchange (GREENSX) will assess a company experience based on various factors, including:

(i) the number of boards on which the proposed director has served;

(ii) the length of time the proposed director was a director of the other issuers;

(iii) the stock exchange or market on which the other issuers' securities were traded;

(iv) whether any of the other issuers were inactive;

(v) any management position held by the proposed director with other issuers;

(vi) any Securities Laws or other regulatory violations or infractions by the proposed director or that other issuer while the proposed director was involved with it;

(vii) the financial success of that other issuer, including whether it demonstrated profitability or, if the other issuer was a resource exploration issuer, whether that other issuer satisfactorily completed its exploration and development programs;

(viii) the prudent and responsible business practices of that other issuer; and

(ix) whether the proposed director has satisfactorily completed one or more corporate governance or public company management courses acceptable to the Green Stock Exchange (GREENSX) for the purposes of fulfilling the public company/corporate governance experience requirement.

(b) The Green Stock Exchange (GREENSX) recommends that at least one independent board member and a minimum of two members of the board have satisfactory corporate governance experience.

2.3 Qualifications of Directors and Officers

(a) Every director and every officer must be a natural Person who is at least 18 years old and is the age of majority in the jurisdiction where he or she resides.

(b) Every director and officer must be qualified under the corporate and Securities Laws applicable to the Issuer to serve as a director or officer, as the case may be.

2.4 Prohibitions on Directors and Officers

The following Persons cannot serve as directors or officers of an Issuer:

(a) a Person who has the status of an undischarged bankrupt or equivalent or is currently subject to proceedings under any bankruptcy, receivership, insolvency or consumer proposal legislation;

(b) a Person who has been found or declared by a court, tribunal or other body of competent jurisdiction, to be of unsound mind, mentally incapacitated or to be incapable of managing the Person's own financial affairs by reason of lack of mental capacity or mental infirmity;

(c) unless otherwise consented to in writing by the Green Stock Exchange (GREENSX), a Person who has been subject to a Cease Trade Order, denial of exemption order or equivalent order or ruling by a securities regulatory authority for 12 consecutive months or more;

(d) unless otherwise consented to in writing by the Green Stock Exchange (GREENSX), a Person who is subject to a consent order or decree, agreed statement of facts or similar documentation, entered into or issued by a stock exchange, self regulatory organization, securities regulatory body or court which currently places restrictions on that Person's ability to be a director, senior officer or Insider of a public company;

(e) a Person who is prohibited from serving as a director or senior officer by applicable corporate or Securities Laws;

(f) a Person who, under applicable Securities Laws or Green Stock Exchange (GREENSX) Requirements is restricted from acting as a director or officer of an Issuer by virtue of being, at that time, a director, officer or employee of a Member, a Participating Organization or a registrant under applicable Securities Laws or otherwise due to any conflicts of interest policy, rule or other instrument;

(g) unless otherwise consented to in writing by the Green Stock Exchange (GREENSX), a Person whose registration has been cancelled under applicable Securities Laws, mortgage broker legislation, insurance sales licensing legislation, real estate broker or sales licensing legislation or commodity contract legislation;

(h) a Person who is currently subject to a Cease Trade Order, denial of exemption order or equivalent order or ruling by a securities regulatory authority;

(i) a Person who is currently incarcerated;

(j) unless otherwise consented to in writing by the Green Stock Exchange (GREENSX), a Person who, since the age of majority, has been incarcerated in a penal institution for more than 12 consecutive months;

(k) any Person who has pled guilty to, been found guilty of, or been convicted of a criminal offence relating to fraud, breach of trust, embezzlement, forgery, bribery, perjury, money laundering, or any other offences that might reasonably bring into question that Person's integrity and suitability as a director or officer of a public company;

(l) a Person who is personally indebted to or subject to an unsatisfied or incomplete term of a sanction of the Green Stock Exchange (GREENSX) or any securities regulatory body; and

(m) any Person that the Green Stock Exchange (GREENSX) advises is unacceptable to serve as a director or senior officer of an Issuer.

2.5

In addition, where a prospective director or officer of an Issuer is subject to an investigation in relation to any matter that could result in an order, ruling, prohibition, conviction or other sanction being imposed against that director or officer, as contemplated under subsection 2.4, the Green Stock Exchange (GREENSX) may:

(a) permit such an individual to serve as a director or officer of the Issuer, subject to the satisfaction of such conditions, as the Green Stock Exchange (GREENSX) determines are necessary or required; or

(b) prohibit that individual from serving as a director or officer of the Issuer pending the final outcome of that investigation.

2.6 Management Experience

The management of an Issuer must demonstrate satisfactory industry specific technical and management experience. In determining whether management of an Issuer meets this requirement, the Green Stock Exchange (GREENSX) considers a number of factors, including for each officer or proposed officer:

(a) that Person's previous involvement with and commitment to other public and private issuers;

(b) the history of corporate and financial success of other issuers with which the Person has been involved;

(c) the management positions held by that Person with other issuers;

(d) any regulatory or Securities Laws violations or infractions by the individual or by other issuers with which that Person was involved;

(e) the financial success of that other issuer, including whether it demonstrated profitability or, if the other issuer was a resource exploration issuer, whether that issuer satisfactorily completed its exploration and development programs;

(f) the prudent and responsible business conduct and practices of that issuer; and

(g) the industry in which that other issuer was involved and the extent of experience obtained in the Issuer's or applicant Issuer's industry segment.

Each Issuer, other than an Inactive Issuer must have a Chief Executive Officer and a Chief Financial Officer who are not the same Person.

2.7 Filing Requirements

In order to determine the suitability of any director or officer, the Green Stock Exchange (GREENSX) requires particulars about the director or officer before he or she becomes involved with any Issuer. The Issuer must provide:

(a) resumes;

(b) Personal Information Forms or, if applicable, Declarations; and

(c) any other materials which the Green Stock Exchange (GREENSX) requests.

2.8 Lack of Information

The absence of evidence satisfactory to the Green Stock Exchange (GREENSX) of a positive legal and regulatory track record can constitute grounds for disqualification as a director or senior officer of an Issuer.

3. Transfer Agent, Registrar and Escrow Agent

3.1

Each Issuer must maintain a record of its current registered shareholders, a record of each allotment or issuance and a record of each transfer in the registered ownership of its securities. As these records are complex for a traded company, the Green Stock Exchange (GREENSX) may request a Issuer to appoint a registrar and/or transfer agent to perform these services. In making such appointment, an Issuer must comply with the corporate laws of its incorporating or continuing jurisdiction, which may impose specific requirements for transfer agents and/or registrars.

3.2

While its securities are listed on the Green Stock Exchange (GREENSX), the Green Stock Exchange (GREENSX) may request a Issuer to appoint and maintain a transfer agent and/or registrar with a principal office in one or more cities.

3.3

Except for those transfer agents that are listed in Appendix 3A, which have been previously approved as acceptable transfer agents by the Green Stock Exchange (GREENSX), an applicant seeking to become an acceptable transfer agent under Appendix 3A must be a trust company in good standing under applicable legislation.

3.4

Each class of Listed Shares must be directly transferable at the Issuer's registrar and transfer agent.

4. Security Certificates

4.1 General

An Issuer shall have only one form of certificate for each class or series of Listed Shares. All certificates must conform with the requirements of the corporate and Securities Laws applicable to the Issuer.

4.2 Green Stock Exchange (GREENSX) Requirements

(a) All certificates for every class or series of Listed Shares must be printed in a manner acceptable to the Green Stock Exchange (GREENSX) by:

(i) a recognized bank note company or its affiliate or other security printer which has a contractual affiliation with a recognized bank note company, recognized for this purpose by the Green Stock Exchange (GREENSX). The producing bank note company must at all times have possession and control of all dyes, rolls, plates and other engravings. All certificates must be produced on paper of an excellent grade of security paper, or:

(ii) a secured printer printing a form of generic certificate that complies with the requirements of the Security Transfer Association of Canada ("STAC"), as may be agreed to by the Green Stock Exchange (GREENSX), from time to time.

(b) Issuers using bank note share certificates as contemplated under subsection (a)(i) have the option to continue using those certificates or they may use generic share certificates at any time. Issuers interested in using generic share certificates are encouraged to contact their transfer agent.

(c) Before a form of certificate can be used by an Issuer, the Green Stock Exchange (GREENSX) must receive and approve a model, proof or specimen of the certificates. Where the Issuer chooses to utilize generic certificates, the Issuer must also include a letter from its transfer agent confirming that the generic certificate provided, complies with STAC requirements. No change or alteration can be made to the form or design of a security certificate without the Green Stock Exchange (GREENSX)'s prior acceptance.

(d) The face of all certificates for every class of Listed Shares must include:

(i) the "title" or corporate name of the Issuer printed clearly and prominently (a trade mark, trade name or logo may be used in addition to the corporate name but not in substitution for the corporate name);

(ii) a general or promissory text printed clearly and prominently;

(iii) a colour panel or panels, or a colour border;

(iv) a space to indicate ownership and denominations;

(v) a prominent indication of the class and series of securities to which the certificate refers;

(vi) a transferability clause, indicating the cities where the certificates are transferable;

(vii) the name(s) of the Issuer's registrar(s) and transfer agent(s);

(viii) original or facsimile signatures of at least two officers or directors of the Issuer;

(ix) a document control or serial number; and

(x) if specifically requested by the Green Stock Exchange (GREENSX), a vignette for an Industrial or Investment Issuer.

5. Dissemination of Information and Insider Trading

5.1 Dissemination of News

Each Issuer must disseminate news respecting Material Information in accordance with applicable Securities Laws and Green Stock Exchange (GREENSX) Requirements. Issuers listed on the Green Stock Exchange (GREENSX) must disseminate all news announcements respecting Material Information on a national basis and must retain the services of one or more acceptable news disseminators to ensure proper dissemination. See Policy 3.3—Timely Disclosure for further details on dissemination of news.

5.2 Procedures to be Adopted

The directors and senior officers of every Issuer must adopt and implement practices and procedures to:

(a) ensure that Material Information relating to the business and affairs of the Issuer is fully and properly publicly announced in a timely fashion;

(b) educate directors, management, employees and consultants with respect to the legal and regulatory restrictions on trading on undisclosed Material Information and the legal and regulatory implications of "tipping" and insider trading;

(c) restrict, control and monitor access to all Material Information relating to the business and affairs of the Issuer, its Associates and Affiliates, until any previously undisclosed Material Information is properly disseminated to the public; and

(d) require all Insiders and all other Persons in a "special relationship" (as defined in applicable Securities Laws) to the Issuer who have access to or might reasonably be believed to have access to undisclosed Material Information relating to the Issuer, to refrain from trading in the Issuer's securities until the Material Information has been properly disseminated to the public.

5.3

The board of directors and senior officers of an Issuer must not publish or direct the publication of any information that would constitute a misrepresentation under applicable Securities Laws, including any untrue statement of a Material Fact or an omission to state a Material Fact that is necessary to be stated for a statement not to be misleading. The board of directors and senior officers must not knowingly permit any employee or consultant to publish any information that would constitute a misrepresentation and should ensure that the Issuer has implemented adequate procedures to prevent dissemination of such material. Directors and senior officers are advised that posting information on the World Wide Web or participating in any chat group or similar group via the Internet is considered by the Green Stock Exchange (GREENSX) to constitute publication of information.

5.4

Each Insider must comply with the provisions of applicable corporate law and Securities Laws in relation to both insider trading restrictions and disclosure of trades by Insiders.

5.5

Each Control Person must comply with the provisions of applicable corporate and Securities Laws and Green Stock Exchange (GREENSX) Requirements with respect to advance notice of any sale or other disposition of any securities owned by the Control Person.

6. General Duty of Directors and Senior Officers

6.1

Each director and senior officer of an Issuer, in exercising their powers and discharging their duties must act honestly and in good faith with a view to the best interests of the Issuer. If a director is elected or appointed by the holders of a class or series of shares or by employees or creditors or a class thereof, the director can give special, but not exclusive consideration to the interests of those who elected or appointed them.

6.2

Each director and senior officer must exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

7. Unacceptable Trading

7.1

Public participation in any securities marketplace, to a great degree, depends upon the confidence of investors and potential investors in the fairness and integrity of the system of securities trading. Directors, senior officers and Insiders of an Issuer and Persons engaged in Investor Relations Activities or promotion and market-making activities for an Issuer are prohibited from engaging in abusive, manipulative or deceptive trading practices. Directors and senior officers of an Issuer should ensure that all Persons retained to act on behalf of the Issuer to provide investor relations, promotion or market-making services are aware of the provisions of applicable Securities Law and Green Stock Exchange (GREENSX) Requirements dealing with unacceptable trading practices. Directors and senior officers of an Issuer must advise the Green Stock Exchange (GREENSX) if they become aware that any Person is engaging in unacceptable practices with respect to trading in the securities of the Issuer. See also Policy 3.4—Investor Relations, Promotional and Market-Making Activities.

7.2

Without limiting the restrictions imposed by applicable Securities Law and other Green Stock Exchange (GREENSX) Requirements, activities that could reasonably be expected to create or result in a misleading appearance of trading activity in, or an artificial price for securities listed on the Green Stock Exchange (GREENSX) include:

(a) executing any transaction in a security, through the facilities of the Green Stock Exchange (GREENSX), if the transaction does not involve a change in beneficial ownership;

(b) effecting, alone or with others, a transaction or series of transactions in a security for the purpose of inducing others to purchase or sell the same security or a related security;

(c) effecting, alone or with others, a transaction or series of transactions that has the effect of artificially raising, lowering or maintaining the bid or offering price of the security;

(d) entering one or more orders for the purchase or sale of a security that artificially raise, lower or maintain the bid or offering prices of the security;

(e) entering one or more orders for the purchase or sale of a security that could reasonably be expected to create an artificial appearance of investor participation in the market;

(f) executing, through the facilities of the Green Stock Exchange (GREENSX), a prearranged transaction in a security that has the effect of creating a misleading appearance of active public trading or that has the effect of improperly excluding other market participants from the transaction;

(g) purchasing or making offers to purchase a security at successively higher prices, or selling or making offers to sell a security at successively lower prices, if the transactions or offers create a misleading appearance of trading or an artificial market price for the security;

(h) effecting, alone or with others, one or a series of transactions through the facilities of the Green Stock Exchange (GREENSX) where the purpose of the transaction is to defer payment for the security traded;

(i) entering an order to purchase a security without the ability and the bona fide intention to make the payments necessary to properly settle the transaction;

(j) entering an order to sell a security, except for a security sold short in accordance with applicable Securities Laws and Green Stock Exchange (GREENSX) Requirements, without the ability and the bona fide intention to deliver the security necessary to properly settle the transaction; and

(k) engaging, alone or with others, in any transaction, practice or scheme that unduly interferes with the normal forces of demand for, or supply of, a security or that artificially restricts the Public Float of a security in a way that could reasonably be expected to result in an artificial price for the security.

8. Corporate Power and Authority

8.1

Every Issuer must be validly incorporated or created and remain at all times a validly subsisting corporate entity pursuant to the laws of its incorporation or creation.

8.2

Every Issuer must have the corporate power and authority to carry on the business it conducts or proposes to conduct, be authorized and empowered to issue its securities to the public and to have its securities listed on the Green Stock Exchange (GREENSX).

9. Auditors

9.1

Every Issuer must have an auditor that reports directly to the audit committee.

9.2

Subject to any additional requirements of applicable corporate law and following receipt and acceptance of a recommendation of the audit committee as to a proposed auditor, the board of directors must appoint an auditor and place before the Shareholders for consideration at each annual general meeting, the election or re-election of such auditor. An auditor must be elected or re-elected by Shareholders at the Issuer's annual general meeting.

9.3

Subject to section 9.4, the auditor must be a Person who is a member or a partnership whose partners are members, in good standing with a Canadian or United States Chartered Accountants institute, or another Person acceptable to the applicable Securities Commission(s).

9.4

In addition to the requirement of subsection 9.3, where an Issuer is filing financial statements accompanied by an auditor's report pursuant to the continuous disclosure requirements of Securities Laws, that report must be prepared by a public accounting firm that is, at the date of the auditor's report, a participating audit firm. Such firm must be in compliance with any restrictions or sanctions imposed by a Canadian or United States public accountability board.

10. Financial Statements, MD & A and Certification

10.1

The board of directors of an Issuer must ensure that the Issuer prepares, files and disseminates annual audited financial statements, interim financial statements and annual and interim Management's Discussion and Analysis ("MD & A").

10.2

The chief executive officer and the chief financial officer of the Issuer must certify the annual audited financial statements and the interim financial statements of the Issuer.

11. Shareholders' Meetings and Proxies

11.1

The board of directors of an Issuer must ensure that the Issuer holds an annual meeting of its Shareholders as required by Policy 3.2—Filing Requirements and Continuous Disclosure.

11.2

At each annual meeting of shareholders, the board of directors must:

(a) present the audited annual financial statements to the Shareholders for review;

(b) permit the Shareholders to vote on the appointment of an auditor; and

(c) permit the Shareholders to vote on the election of directors.

12. Shareholder Rights Plans

12.1

The Green Stock Exchange (GREENSX) neither endorses nor prohibits the adoption of shareholder rights plans in general or in connection with any particular take-over bid. Issuers implementing shareholder rights plans.

12.2

Where a shareholder rights plan has been adopted after the announcement or commencement of a take-over bid, the Green Stock Exchange (GREENSX) will defer to a review of a shareholder rights plan after the appropriate Securities Commission(s) has determined whether it will intervene .

12.3

If a shareholder rights plan is adopted at a time when the Issuer is not aware of any specific take-over bid for the Issuer that has been made or is contemplated, the Green Stock Exchange (GREENSX) will not generally object to the plan, provided that it is ratified by the Shareholders of the Issuer at a meeting held within six months following the adoption of the plan. Pending such shareholder ratification, the plan is allowed to be in effect so that its intent is not circumvented prior to the shareholder meeting. If the plan is not ratified by Shareholders within six months of its adoption, it must be cancelled.

12.4

Where a particular Shareholder is exempted from the operation of a plan, even though the Shareholder's percentage holding exceeds the plan's triggering ownership threshold, the Green Stock Exchange (GREENSX) will normally require that the plan be ratified by a vote of Shareholders that excludes the votes of the exempted Shareholder and its Associates, Affiliates and Insiders as well as by a vote that does not exclude such Shareholder.

12.5

Amendments to a shareholder rights plan must be filed with the Green Stock Exchange (GREENSX). The Green Stock Exchange (GREENSX) may require the Issuer to receive Shareholder approval for the amendment.

12.6 Filing Requirements for a Shareholder Rights Plan

(a) Issuers proposing to implement a shareholders rights plan must file the following with the Green Stock Exchange (GREENSX):

(i) a draft of the proposed shareholders rights plan;

(ii) a letter containing the following:

(A) a statement as to whether the Issuer is aware of any specific take-over bid for the Issuer that has been made or is contemplated, together with full details regarding any such bid;

(B) a description of any unusual features of the plan;

(C) a statement as to whether the plan treats any existing Shareholder differently from other Shareholders; and

(D) date that shareholder approval has been or will be obtained for the shareholder rights plan.

(iii) the applicable fee.

(b) If an Issuer adopts a plan without pre-clearance from the Green Stock Exchange (GREENSX), the Issuer must:

(i) publicly announce the adoption of its plan as subject to regulatory acceptance; and

(ii) as soon as possible, after the adoption of the plan, file with the Green Stock Exchange (GREENSX) a copy of the plan along with the letter described in section 12.6(a) above.

13. Proceeds from Distributions

13.1

Except to the extent disclosed in public disclosure documents required to be filed by Securities Law or Green Stock Exchange (GREENSX) Policy, the proceeds from any distribution of securities in United States and Canada must be retained by the Issuer in Canada or the United States. Each Issuer must implement adequate internal controls to monitor and ensure compliance with this requirement.

14. Issuers with Head Office Outside Canada

14.1

Every Issuer whose head office is outside United States or Canada must, as long as it is listed on the Green Stock Exchange (GREENSX), appoint and maintain an address for service within United States or Canada and must agree to attorn to the laws of the Province of Quebec, Canada and the federal laws applicable in that province.

15. Corporate Governance

15.1 General

Since Issuers differ in size, industry, stage of development, and management experience, corporate governance for each Issuer will differ accordingly. While no prescribed set of corporate governance standards or practices will be appropriate for every Issuer, all Issuers must adopt corporate governance practices and processes that are appropriate to them.

15.2 Corporate Governance Practices

(a) In general, good corporate governance:

(i) requires an effective system of accountability by management to the board and by the board to the securityholders,

(ii) requires that information be made available and that decisions can be reviewed,

(iii) ensures that the interests of all securityholders are protected, and

(iv) ensures that the interests of minority securityholders are protected, where there is a significant securityholder.

15.3 Disclosure of Corporate Governance Practices

(a) An Issuer must disclose its corporate governance practices;

(b) A Issuer must disclose its corporate governance practices.

15.4 Audit Committees

(a) The board of directors of an Issuer, after each annual securityholders' meeting, must appoint or re-appoint its audit committee.

(b) An Issuer must have an audit committee comprised of at least three directors, the majority of whom are not employees, Control Persons or officers of the Issuer or any of its Associates or Affiliates.

(c) The Chief Financial Officer of every Issuer must be financially literate. An individual is financially literate if he or she has the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Issuer's financial statements.

15.5 Disclosure of Insider Interests

If directors or officers have an interest in a transaction or a proposed transaction involving an Issuer, the Issuer must ensure that any conflict of interest is dealt with appropriately. In addition to any requirements of applicable corporate law and Securities Laws, to minimize any conflict of interest:

(a) every director and senior officer must disclose either in writing to the board of directors or in person at the next directors' meeting, the nature and extent of any material interest they have in any material contract or proposed contract of the Issuer, as soon as the director or officer becomes aware of the agreement or the intention of the Issuer to consider or enter into the proposed agreement;

(b) the board of directors must implement procedures so that each material agreement or proposed agreement between the Issuer and any director or senior officer will be considered and approved by a majority of the disinterested directors; and

(c) the board of directors must implement procedures to ensure proper public dissemination is made of the material interest of any officer or director of the Issuer in any material agreement or proposed agreement between the Issuer and that director or senior officer. The majority of disinterested directors must consider the proper scope and nature of the disclosure.

15.6 Management Compensation

(a) The board of directors of each Issuer must adopt procedures to ensure that all employment, consulting or other compensation arrangements between the Issuer and any director or senior officer of the Issuer or between any subsidiary of the Issuer and any director or senior officer are considered and approved by the board of directors.

(b) The Green Stock Exchange (GREENSX) generally considers golden parachutes, retirement bonuses and similar cash payments (other than reasonable severance payments) to be generally inappropriate for Issuers.

15.7 Disclosure of Management Compensation

(a) The Issuer must include the following disclosure in its interim MD&A unless it is included in its financial statements. The Issuer must also make this disclosure in its annual MD&A unless such disclosure is made in its financial statements, Annual Information Form or Information Circular.

(i) any standard compensation arrangements made directly or indirectly with directors and officers of the Issuer, for their services as directors or officers, or in any other capacity, from the Issuer and its subsidiaries during the most recently completed financial quarter. The disclosure must state the amounts paid and payable under the arrangements and must include any additional amounts payable for committee participation or special assignments;

(ii) any other arrangements under which directors and officers were directly or indirectly compensated for their services as directors and officers or in any other capacity from the Issuer and its subsidiaries during the most recently completed financial quarter. The disclosure must state the amounts paid and payable and the name of the director or officer; and

(iii) any arrangement relating to severance payments to be paid to directors and officers of the Issuer and its subsidiaries, entered into during the most recently completed financial quarter.

15.8 Entrenchment of Management

Issuers must not construct mechanisms that entrench existing management such as staggered elections of the board of directors or the election of a slate of directors if securityholders are not permitted to choose whether to elect the board as a slate (i.e., as a group in its entirety) or to elect directors individually.

15.9 Cheques

The signatures of two authorized Persons must be on every cheque issued by an Issuer.