Corporate Governance

The Board of Directors is comprised of four members, all of whom have extensive and varied business experience. Three of the four directors are considered to be independent under the NI 58-101 guidelines. An independent director, Michael Binnion, serves as Chairman of the Board. The responsibilities of the Chairman of the Board are outlined in the Terms of Reference. The independent directors hold in-camera sessions following each regularly scheduled board meeting. Non-independent directors and members of management are not in attendance for these meetings. In addition to these regularly scheduled meetings, independent directors frequently hold meetings separate from the non-independent directors and members of management, via phone mandate that acknowledges its responsibility to supervise the business and affairs of the Corporation and its subsidiaries. The principal mandate of the Board is to oversee the management of the business and affairs of High Arctic, and monitor the performance of management. Each of the four board committees consists of all of the directors and has their own Terms of Reference.

Audit Committee
This committee assists the Board in overseeing High Arctic's financial reporting process and financial statements. The Audit Committee is responsible for:

Members of the committee are Michael Binnion (Chair), Christopher Warren and Steven Vasey, all of whom are independent directors and financially literate.

Governance and Nominating Committee
This committee monitors our governance systems in relation to external governance standards and best practices guidelines. The Governance and Nominating Committee is responsible for:

Members of the committee are Christopher Warren (Chair), Simon Batcup and Michael Binnion, all of whom are independent directors.

Remuneration Committee
The Remuneration Committee is charged with the periodic review of, and recommendation to the Board of Directors with respect to, annual compensation and benefit packages of the Executive Officers of the Corporation and other such members of executive management as it is designated to consider. The Chief Executive Officer of the Corporation is charged with establishing compensation for the other non-executive employees of the Corporation and its subsidiaries.

Members of the committee are Christopher Warren (Chair), Michael Binnion, Simon Batcup and Steven Vasey. Mr. Warren, Mr. Binnion and Mr. Vasey are independent directors.