Board Mandate
3.4 The board should adopt a written mandate in which it explicitly acknowledges responsibility for the stewardship of the issuer, including responsibility for:
(a) 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 the organization;
(b) adopting a strategic planning process and approving, on at least an annual basis, a strategic plan which takes into account, among other things, the opportunities and risks of the business;
(c) the identification of the principal risks of the issuer’s business, and ensuring the implementation of appropriate systems to manage these risks;
(d) succession planning (including appointing, training and monitoring senior management);
(e) adopting a communication policy for the issuer;
(f) the issuer’s internal control and management information systems; and
(g) developing the issuer’s approach to corporate governance, including developing a set of corporate governance principles and guidelines that are specifically applicable to the issuer. Issuers may consider appointing a corporate governance committee to consider these issues. A corporate governance committee should have a majority of independent directors, with the remaining members being “non-management” directors.
The written mandate of the board should also set out:
(i) measures for receiving feedback from stakeholders (e.g., the board may wish to establish a process to permit stakeholders to directly contact the independent directors), and

The Mandate provides that the board of directors’ principal responsibilities are to oversee the conduct of the business, to supervise and evaluate management, to set policies appropriate for the business and to approve corporate strategies and goals.  The responsibilities of the board of directors are to be carried out in a manner consistent with the fundamental objective of protecting and enhancing the value of the Company and providing ongoing benefit to the shareholders.
Since the board of directors constantly interacts with the CEO, the board of directors believes it has a basis to monitor his integrity and to ensure that the Company promotes a culture of integrity.
The board of directors reviews and critiques management’s annual strategic plan on a formal basis in conjunction with its review of the annual budget.  In addition, strategy is discussed at board meetings on an ongoing basis as part of the continuing dialogue between management and directors. 
A fundamental part of the annual planning and review process includes the identification by management and the directors of areas of risk to the Company and the development of plans to address those risks.  Once specific risks have been identified, management updates the board as to the status of plans to mitigate the risk at subsequent board meetings.
The board discusses succession to the position of CEO and other senior management positions as potential issues arise. The CEO provides to the board an assessment of management and individuals considered potential successors to selected management positions.
The Company employs a combination of active and passive methods to communicate with its shareholders.  Regular communications are conducted with shareholders through press releases, newsletters and annual and quarterly reports.  At annual meetings, a full opportunity is afforded shareholders to ask questions concerning the Company’s business.  In addition, the Company organizes or makes presentations at many investor conferences each year.  The Company’s investor relations department also answers numerous queries and makes information about the Company available on the Company’s website at www.nventacorp.com. The Company does not have an established mechanism for stakeholders to communicate to the board.  However, the investor relations department relays stakeholder concerns to the CEO, who then describes them to the board of directors. The board of directors believes that the Company communicates with stakeholders responsively and effectively. 
The Audit Committee of the board of directors make enquiries to satisfy the board that the Company has in place proper management information systems and internal controls.
The Governance Committee annually reviews the Mandate and the Company’s approach to corporate governance.  Both members of the Governance Committee are independent, non-management directors.
The board of directors has not established specific attendance criteria; however, in its role as a Nominating Committee, the Governance Committee considers attendance at board meetings among other criteria in determining whether a member of the board should be nominated to serve in the following year.

Code of Business Conduct and Ethics
3.8 The board should adopt a written code of business conduct and ethics (a code). The code should be applicable to directors, officers and employees of the issuer. The code should constitute written standards that are reasonably designed to promote integrity and to deter wrongdoing. In particular, it should address the following issues:
(a) conflicts of interest, including transactions and agreements in respect of which a director or executive officer has a material interest;
(b) protection and proper use of corporate assets and opportunities;
(c) confidentiality of corporate information;
(d) fair dealing with the issuer’s security holders, customers, suppliers, competitors and employees;
(e) compliance with laws, rules and regulations; and
(f) reporting of any illegal or unethical behavior.

3.9 The board should be responsible for monitoring compliance with the code. Any waivers from the code that are granted for the benefit of the issuer’s directors or executive officers should be granted by the board (or a board committee) only.

In addition to the Mandate, the board has adopted a board of directors Code of Ethics.  The board of directors Code of Ethics is separate from the Code of Ethics that applies to employees, due to the different types of issues that arise in the employee and director roles.  Both the board and the employee Code of Ethics apply to the CEO.  The board Code of Ethics addresses the standard of care the board should use, conflicts of interest, accurate records and disclosure, insider trading, the use of Company assets, confidentiality and reporting unethical behavior.  The employee Code of Ethics addresses the same topics, but provides additional detail on matters including compliance with applicable law, dealings with third-parties, maintenance of scientific records and use of Company equipment. The board monitors general compliance with the Codes of Ethics.

Composition of the Board
3.1 The board should have a majority of independent directors.
3.2 The chair of the board should be an independent director. Where this is not appropriate, an independent director should be appointed to act as “lead director”. However, either an independent chair or an independent lead director should act as the effective leader of the board and ensure that the board’s agenda will enable it to successfully carry out its duties.

All of the current directors except Gregory M. McKee (the current President and CEO) are “unrelated” directors as defined in the TSX Company Manual.  The Company has no “significant” shareholder as defined in the Manual. 
The chair of the board and all other current directors except Gregory M. McKee, are independent directors as defined by section 1.4 of Multilateral Instrument 52-110 (Audit Committees).
The board, through the governance committee, annually reviews any relationships between directors and the Company to determine whether they compromise the independence of the directors or would make the director a related director.  Other than the current CEO, who is a related director due to his receipt of payments from the Company relating to his employment, all of the directors are each free from any interest and any business or other relationship which could, or could reasonably be perceived to, materially interfere with the director’s ability to act with a view to the best interests of the Company, other than interests and relationships arising from shareholding.  The board re-evaluates the status of directors as related or unrelated if a relationship arises that has the potential to change a director’s status, such as the Company entering into a contract with the employer of a director.  In such an event, the other members of the board of directors evaluate whether the director remains unrelated, taking into account the nature and dollar value of the commitment at issue.

Nomination of Directors
3.10 The board should appoint a nominating committee composed entirely of independent directors.
3.11 The nominating committee should have a written charter that clearly establishes the committee’s purpose, responsibilities, member qualifications, member appointment and removal, structure and operations (including any authority to delegate to individual members and subcommittees), and manner of reporting to the board. In addition, the nominating committee should be given authority to engage and compensate any outside advisor that it determines to be necessary to permit it to carry out its duties. If an issuer is legally required by contract or otherwise to provide third parties with the right to nominate directors, the selection and nomination of those directors need not involve the approval of an independent nominating committee.
3.12 Prior to nominating or appointing individuals as directors, the board should adopt a process involving the following steps:
(A) Consider what competencies and skills the board, as a whole, should possess. In doing so, the board should recognize that the particular competencies and skills required for one issuer may not be the same as those required for another.
(B) Assess what competencies and skills each existing director possesses. It is unlikely that any one director will have all the competencies and skills required by the board. Instead, the board should be considered as a group, with each individual making his or her own contribution. Attention should also be paid to the personality and other qualities of each director, as these may ultimately determine the boardroom dynamic.
The board should also consider the appropriate size of the board, with a view to facilitating effective decision-making.
In carrying out each of these functions, the board should consider the advice and input of the nominating committee.
3.13 The nominating committee should be responsible for identifying individuals qualified to become new board members and recommending to the board the new director nominees for the next annual meeting of shareholders.
3.14 In making its recommendations, the nominating committee should consider:
(a) the competencies and skills that the board considers to be necessary for the board, as a whole, to possess;
(b) the competencies and skills that the board considers each existing director to possess; and
(c) the competencies and skills each new nominee will bring to the boardroom.

An important function of the Governance Committee is to act as a nominating committee.  The committee is responsible for matters including identifying, evaluating and recommending nominees for the board of directors; reviewing incumbent directors for re-election to the board of directors; assessing the contribution of individual directors; and, if appropriate, recommending to the board of directors the engagement of outside advisors by individual directors at the Company’s expense. 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 the board of directors is composed of individuals who will best serve the interests of the Company and assist management in reaching the Company’s strategic goals.

Orientation and Continuing Education
3.6 The board should ensure that all new directors receive a comprehensive orientation. All new directors should fully understand the role of the board and its committees, as well as the contribution individual directors are expected to make (including, in particular, the commitment of time and energy that the issuer expects from its directors). All new directors should also understand the nature and operation of the issuer’s business.

Compensation
3.15 The board should appoint a compensation committee composed entirely of independent directors.
3.16 The compensation committee should have a written charter that establishes the committee’s purpose, responsibilities, member qualifications, member appointment and removal, structure and operations (including any authority to delegate to individual members or subcommittees), and the manner of reporting to the board. In addition, the compensation committee should be given authority to engage and compensate any outside advisor that it determines to be necessary to permit it to carry out its duties.
3.17 The compensation committee should be responsible for:
(a) reviewing and approving corporate goals and objectives relevant to CEO compensation, evaluating the CEO’s performance in light of those corporate goals and objectives, and determining (or making recommendations to the board with respect to) the CEO’s compensation level based on this evaluation;
(b) making recommendations to the board with respect to non-CEO officer and director compensation, incentive-compensation plans and equity-based plans; and

The board has appointed a Compensation Committee composed entirely of independent directors.  The Compensation Committee has a written charter.  The Committee has primarily compensated the board through cash to provide per diems comparable to the compensation the board members would receive if they spent the time on other matters.  The Company also pays reasonable expenses incurred by the board.  The Compensation Committee monitors the competitiveness of the board compensation package to ensure the board attracts and retains talented individuals. 
The Committee reviews CEO compensation, taking into account goals established for him in conjunction with the chair of the board.  It makes recommendations to the full board regarding CEO compensation, including incentive compensation, and determines compensation for officers reporting directly to the CEO.  The Committee is involved in the preparation of the report on executive compensation included in the proxy circular before it is disclosed.

Regular Board Assessments
3.18 The board, its committees and each individual director should be regularly assessed regarding his, her or its effectiveness and contribution. An assessment should consider
(a) in the case of the board or a board committee, its mandate or charter, and

Position Descriptions

Meetings of Independent Directors

The Mandate provides that the board shall appoint a chair of the board who is not an employee of the Company.  The chair of the board is responsible for managing the affairs of the board of directors in accordance with the policies and procedures established by the board from time to time.  At each regularly scheduled meeting of the board, it meets in an “executive session,” without the non-independent directors, CEO or any other members of management present.