Board/Committee Mandates

Committees of the Board of Directors

The Board of Directors of Vecima Networks has an Audit Committee and a Corporate Governance and Compensation Committee.

Audit Committee

The Audit Committee assists the Board of Directors in fulfilling its responsibilities for oversight and supervision of financial and accounting matters. The committee supervises the adequacy of our internal accounting controls and financial reporting practices and procedures and the quality and integrity of our audited and unaudited financial statements, including through discussions with our external auditors. The committee reviews our business plan and operating and capital budgets, and is responsible for ensuring efficient and effective assessment of management of risk throughout the Company.

The Board of Directors has adopted a written charter for the Audit Committee.

Corporate Governance and Compensation Committee

The Corporate Governance and Compensation Committee is responsible for developing our approach to corporate governance issues and advising the Board of Directors on filling vacancies on the Board. In addition, it periodically reviews the size, composition and compensation of the Board of Directors, the effectiveness of the Board and its members, and appropriate committee structures, mandates, composition, membership and effectiveness. The committee is responsible for succession planning in respect of the Chief Executive Officer. It also reviews the Chief Executive Officer's goals and objectives at the start of each year, and provides an appraisal of the Chief Executive Officer's performance for the most recently completed year.

The Corporate Governance and Compensation Committee also fulfils the compensation review function to ensure that we have high-calibre executive management in place and a total compensation plan that is competitive, motivating and rewarding for participants. The committee reviews and makes recommendations to our Board of Directors regarding the appointment of our executive officers, and the establishment of, and any material changes to, executive compensation programs, including that of the Chief Executive Officer. It also approves the reports to the Board of Directors on management succession plans, and is responsible for overseeing our employee compensation and benefits plan.

The Board of Directors has adopted a written charter for the Corporate Governance and Compensation Committee.


Detailed Information Links

Board of Directors Mandate      Audit Committee Mandate      Corporate Governance and Compensation Committee Mandate