The Board of Directors of Nventa believes that sound corporate governance practices are important to the interests of the Company and its shareholders and that these practices should be reviewed regularly to ensure they are appropriate. The Company complies with the guidelines for corporate governance established by the Toronto Stock Exchange.  The Company is committed to complying with all Canadian financial control and reporting obligations.

Board Committees
Our Board of Directors has established three standing committees, the Audit Committee, the Compensation Committee and the Governance Committee, which also acts as a nominating committee.  Our Board of Directors has delegated certain responsibilities to each of these committees and has also instructed each of them to perform certain advisory functions and make recommendations and report to the Board of Directors.  Where considered prudent, certain matters falling under the responsibility of these Committees are at times dealt with at a meeting of the entire Board of Directors.  Additional committees are established from time to time for particular purposes.

Audit Committee

The Audit Committee meets with our financial management and the independent auditors to review and inquire into matters affecting financial reporting matters, the system of internal accounting and financial controls and procedures and audit procedures and plans.  This Committee also makes recommendations to our Board of Directors regarding the appointment of independent auditors.  In addition, the Audit Committee reviews and recommends for approval to our Board of Directors our annual financial statements, annual report and certain other documents regulatory authorities require.  The Audit Committee is also responsible for approving the policies under which our financial management may invest the funds in excess of those required for current operations.  In 2005, the Audit Committee met six times.  All of the committee members were present at each meeting. 

Governance Committee

The Governance Committee is responsible for identifying, evaluating and recommending nominees for our Board of Directors and reviewing incumbent directors for re-election to our Board of Directors.  Incumbent and potential new directors are evaluated by this Committee with the objective of obtaining a balanced mix of Board members with the experience and expertise to ensure that our Board of Directors is composed of individuals who will best serve our interests and assist management in reaching our strategic goals.  The Governance Committee met once in 2005; both committee members attended the meeting.  The current members of the Governance Committee, both of whom are unrelated directors, are Margot Northey and Joann Data. 

Compensation Committee

The Compensation Committee is responsible for establishing and monitoring our long-range compensation plans and our programs for attracting, training, developing and motivating employees.  This Committee reviews recommendations for the appointment of persons to senior executive positions, considers terms of employment, including succession planning and matters of compensation and recommends any awards of over 20,000 shares to one individual under our 2001 Equity Incentive Plan.  The Compensation Committee also reviews all compensation for executive officers reporting directly to the Chief Executive Officer for market comparability and reasonableness in light of the performance and realization of pre-established objectives of the executive officers.  The Compensation Committee met two times in 2005.  All of the members attended each meeting.  The current members of the committee, all of whom are unrelated directors, are Joann Data and Jay Short.

Statement of Corporate Governance

Board of Directors Code of Ethics

Code of Ethics