Corporate Governance - Overview

MOSAID Technologies Incorporated ("MOSAID") is committed to implementing strong and effective corporate governance, not only because it is required, but also because it makes good business sense and effectively serves MOSAID's shareholders' interests.

As governance practices continue to evolve, MOSAID periodically reviews, evaluates and enhances its governance program.

Highlights of MOSAID's governance practices

1. Alignment of Interests
   1. Ownership Guidelines
      • MOSAID's Board of Directors (the "Board") established recommended MOSAID equity ownership guidelines ("Guidelines") for its non-employee directors and senior officers ("Covered Persons") on September 30, 2005. See the Ownership Guidelines
2. Board and Management Effectiveness
   1. Assessment Process
      • The Corporate Governance and Nominating Committee has responsibility for reviewing the effectiveness of the Board, its committees and individual directors, including an assessment of their respective competencies and skills.
   2. CEO Oversight
      • The Human Resources Committee approves explicit performance objectives for the Chief Executive Officer ("CEO") and the corporate goals for which the CEO has responsibility.
   3. Orientation/Continuing Education
      • The Corporate Governance and Nominating Committee has responsibility for the orientation of new directors and committee members and for the continuing education of current directors and committee members.
3. Independence
   1. Board
      • Board independence is established through the non-employee Chairman and through the Board's three standing committees, each of which is comprised entirely of independent directors.
      • In-camera sessions are held for a portion of each Board meeting without management or employee directors in attendance.
   2. All Committee Members are Independent
      • The Board has three standing committees: the Audit Committee; the Corporate Governance and Nominating Committee; and the Human Resources Committee, each of which is comprised entirely of independent directors.
      • A Special Committee, comprised entirely of independent directors, was constituted in August 2006 for the purposes of facilitating an evaluation of strategic alternatives for MOSAID to maximize shareholder value.
   3. Stewardship
      1. Communications
         • The Board approves press releases and corporate communication documents relating to financial statements and material changes. The Board is also consulted on other communication issues as they arise.
      2. Financial Reporting
         • The Audit Committee oversees the financial reporting and disclosure process in accordance with proper accounting principles and applicable regulatory requirements.
      3. Governance
         • The Corporate Governance and Nominating Committee is required to develop, monitor, update and improve MOSAID's approach to responsible corporate governance practices and to regularly discuss and consider such issues with the Board.
      4. Operating Plan
         • The Board reviews and approves MOSAID's annual operating plan.
      5. Strategic Planning
         • Each year, one Board meeting is designated for a strategy planning session in which the Board reviews, discusses and approves strategies developed by MOSAID's management.

   MOSAID's corporate governance practices, including the Board Mandate, mandates for each committee, director biographies, Board and committee meeting attendance records, Board and executive compensation and compliance with current corporate governance practices are detailed on MOSAID's web site at www.mosaid.com.

   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.