Board of Directors

MOSAID Technologies Incorporated ("MOSAID") has adopted a Board of Directors (the "Board") Mandate which sets out specific responsibilities to be discharged by the Board and what is expected of individual directors. See the Board Mandate

• MOSAID Management and Board
• Summary of Meetings and Director Attendance

General Responsibilities

The Board is responsible for the stewardship of MOSAID. This includes overseeing its operations and supervising management, which is responsible for the day-to-day conduct of the business.

The Board has established three committees to provide more detailed review and oversight of important areas of responsibility. These committees are the Audit Committee, the Corporate Governance and Nominating Committee and the Human Resources Committee. The Board is responsible for appointing directors to each of these committees and, from amongst those directors, appointing a chairperson to each of the three committees and for establishing, and periodically reviewing, the committees' respective mandates. In August 2006, the Board also established a Special Committee comprised entirely of independent directors, to facilitate an evaluation of strategic alternatives for MOSAID to maximize shareholder value.

Other responsibilities of the Board include:

• ensuring the protection and advancement of shareholder value;
• setting standards for MOSAID in terms of moral and ethical norms, as well as interpersonal relationships;
• to the extent feasible, satisfying itself as to the integrity of the Chief Executive Officer (the "CEO") and other executive officers and that the CEO and other executive officers create a culture of integrity throughout MOSAID; and
• setting up mechanisms for receiving feedback from MOSAID's shareholders.

Business and Risk Management

The Board monitors MOSAID's performance against its strategic and operating plans and financial budgets and assesses whether MOSAID is meeting its objectives. The Board ensures that management identifies the principal risks facing MOSAID, implements systems to manage these risks and regularly reports on them to the Board to determine whether MOSAID has achieved an appropriate balance between risk and reward.

The Board receives reports from management on matters relating to proper financial accounting, reporting and disclosure, employee health and safety, the environment and related party transactions.

Corporate Policies and Procedures

The Board approves and monitors MOSAID's policies, which are intended to ensure compliance with the law, regulations, agreements and existing policies and procedures including:

• MOSAID's Code of Business Conduct and Ethics; See the Code of Business Conduct and Ethics 
• MOSAID's Corporate Communications Policy; See the Corporate Communications Policy 
• MOSAID's Telephone and Computer Access Policy; and
• MOSAID's Trading Securities Policy. See the Trading Securities Policy 

Financial and Corporate Issues

The Board monitors the implementation and integrity of MOSAID's internal control and management information systems, monitors operational and financial results, approves annual and quarterly financial statements, approves significant debt and equity financing, reviews the commencement or settlement of litigation that is expected to have a material impact on MOSAID and recommends the appointment of external auditors to shareholders.

Directors

The Board is made up of directors from diverse professional and personal backgrounds with both a broad spectrum of experience and expertise and a reputation for business acumen and integrity. Potential new directors are assessed on their individual qualifications in the context of the needs of the Board.

Management and Human Resources

The Board is responsible for the appointment, termination and succession of the CEO and for approving the directors' compensation plan, the CEO's compensation plan and the compensation plans for the other senior execuitives. The Board is also responsible for ensuring that succession plans are in place and approves certain matters related to all employees, including the annual corporate compensation plan, equity compensation grants, new benefit programs or material changes to existing programs.

Shareholder and Corporate Communications

The Board ensures that management has appropriate policies in place to facilitate effective communication processes, satisfy continuous disclosure requirements and ensure that financial results and other material events are reported on a timely basis.

Strategy and Plans

The Board is responsible for ensuring that MOSAID develops and implements a strategic business plan. The Board fulfils this responsibility by participating in the strategic planning process with management, including one Board meeting each year specifically dedicated to reviewing and approving the strategic plan. With respect to strategic plan oversight, the Board also:

• oversees management's implementation of the strategic plan;
• evaluates management's performance against the strategic plan;
• approves the operating plan to support MOSAID's ability to meet the objectives established in the strategic plan;
• approves the organization of significant business units; and
• monitors MOSAID's progress towards its goals.

Other Matters

With respect to retirement, the Board does not favour term limits, but monitors the overall performance of the Board annually. The Corporate Governance and Nominating Committee reviews each director's effectiveness every year.

Each director completes a detailed questionnaire with respect to the Board and each of its members annually. The Board analyzes the results and sets responsive action items.

One independent director is elected as Chairman of the Board each year. See the Position Description for the Chairman of the Board.

Directors have complete and open access to MOSAID's CEO, Chief Financial Officer and General Counsel and to all other members of management.

The Board and each committee has the power to hire independent legal, financial or other advisors at MOSAID's expense as it deems necessary without prior approval from MOSAID.

Please note: Information contained in the Investor Relations section of MOSAID's web site was accurate at the time of posting, but may have been superseded by subsequent disclosures.