Corporate Governance

Statement of Corporate Governance Practices
National Instrument 58-101 ("NI 58-101") of the Canadian Securities Administrators requires the Corporation to disclose annually in its information circular certain information relating to the Corporation's corporate governance practices.

Board of Directors
The Board of Directors of CVW CleanTech (the "Board") is comprised of five directors, four of whom are considered by the Board to be "independent" within the meaning of NI 58-101, thereby facilitating the Board's exercise of independent supervision over management. The following directors are considered by the Board to be independent: Moss Kadey, Bruce Griffin, John Brussa and John Kowal.

The Board has the following standing committees:

Commercialization Committee
Compensation and Corporate Governance Committee
Audit Committee

Ethical Business Conduct
To encourage and promote a culture of ethical business conduct, the Board has adopted a Code of Business Conduct and Ethics (PDF, 47 KB) that is applicable to the employees, officers and directors of CVW CleanTech.

Other Governance-Related Policies 
The Board has also adopted a Disclosure Policy, an Insider Trading and Blackout Policy and Procedures for Handling Employee Complaints