Corporate Governance Overview

Corporate governance is the process and structure by which a corporation is governed. Certicom Corp.’s governance objective is to maintain and promote a strong, competitive company. Certicom’s Board of Directors works with the management team towards this goal, with a focus on maintaining and enhancing long-term shareholder value.

Mandate of the Board

Certicom and its board are committed to adhering to widely accepted corporate governance guidelines and best practices in disclosure. The company’s governance policies are designed to support the ability of the Board of Directors to supervise management.

The Board of Directors is responsible for the following:

• Adoption of a strategic planning process.
• The identification of the principal risks of the company’s business and monitoring the implementation of appropriate systems to manage these risks.
• Succession planning, including monitoring senior management.
• The implementation of a communications policy to facilitate communications with shareholders and other stakeholders.
• The integrity of the company’s internal control and management information systems.

The Board believes that its approach to corporate governance is appropriate and works effectively for Certicom and its shareholders.

Disclosure Principles

Certicom’s management team and Board of Directors are committed to fair disclosure of material information to shareholders, the investment community and other stakeholders.

Certicom’s policy is to ensure that communications about the company are:

• Timely, factual and accurate; and
• Broadly disseminated in accordance with all applicable legal and regulatory requirements.

Board composition and committees