Committees

Corporate Governance and Nominating Committee

The Corporate Governance and Nominating Committee assists MOSAID Technologies Incorporated ("MOSAID")'s Board of Directors (the "Board") in its oversight of MOSAID's corporate governance strategies and recommending nominees for election to the Board.

Corporate Governance and Nominating Committee Highlights

The Corporate Governance and Nominating Committee is made up entirely of independent directors (Gideon King (Chairman), John Millard and Barry Reiter).

During fiscal 2007, the Corporate Governance and Nominating Committee met twice.

Corporate Governance and Nominating Committee Mandate

The Corporate Governance and Nominating Committee, on behalf of the Board, focuses on measuring Board performance with respect to governance standards. The Corporate Governance and Nominating Committee also supports the Board by identifying individuals qualified to become directors and recommending director nominees. The Corporate Governance and Nominating Committee has a written mandate which establishes member qualifications, member appointment and removal, structure and reporting, the role of its Chairman and its purpose and responsibilities. See the Corporate Governance and Nominating Committee Mandate 

In fulfilling its mandate and responsibilities, the Corporate Governance and Nominating Committee focuses on two areas: corporate governance and board composition (nominations).

Corporate Governance

The Corporate Governance and Nominating Committee is responsible for reviewing and making recommendations to the Board with respect to developments in the area of corporate governance and the practices of the Board, including:

• ensuring that MOSAID's disclosure policy facilitates effective communication and satisfies continuous disclosure requirements;
• ensuring that the Board and each committee annually reviews its scope and responsibilities;
• ensuring that appropriate orientation and education programs are provided to new and existing directors;
• assessing the effectiveness of the Board and the committees of the Board annually; and
• reviewing and making recommendations to the Board on significant corporate governance issues relating to functional and operational matters, including monitoring the development and maintenance of MOSAID's approach to governance issues, considering new guidelines, and reviewing the description of MOSAID's corporate governance procedures in the annual report and management information circular

Nominations

The Corporate Governance and Nominating Committee considers the composition of the Board annually and prepares recommendations for director nominees. In this process, the views and recommendations of management and the Board are sought and considered.

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.