Corporate Governance

SpartaMatrix™ Inc. sees effective corporate governance as critical to achieving corporate goals and increasing the company's value. Naturally, openness about the company's corporate governance principles, practice, and structure is itself an important element in SpartaMatrix™ policy. This system strengthens the corporate oversight functions of the board of directors while facilitating delegation of greater authority and responsibility for the execution of business operations. The result is that management is more sound, transparent, dynamic and responsive.

The Board

The Board, which is elected by shareholders, is the ultimate decision-making body of the Company, except with respect to those matters reserved to the shareholders. The Board represents the owners' interest in the operation of the business, including optimizing long-term financial returns. It elects the corporate officers comprising the senior management team, who are responsible for the conduct of the Company's business. The Board acts as an advisor to and oversees the senior management team, and ultimately monitors its performance. The Board has the responsibility to ensure that in good times, as well as difficult times, management is capable of executing its duties diligently.

The Board is also responsible for reviewing and establishing procedures designed to ensure that the Company's management and employees operate in a legal and ethically responsible manner.

Executive Officers

Executive Officers are responsible for business operations in specific areas such as business units and head office functions. The Executive Officers execute their duties in accordance with the fundamental policies determined by the board of directors. The Executive Officers’ duties are to formalize, propose, and implement strategic choices and directions, and evaluate strategic results. To accomplish this, the Executive Officers engage in a regular dialogue with the Company's Chief Executive Officer ("CEO"). The Board regularly reviews with the senior management team the Company's long-term strategic business plans and other significant issues affecting the business of the Company.

Executive Officers are expected to spend the time and effort necessary to properly discharge their responsibilities. Accordingly, Executive Officers are expected to regularly attend meetings of the Board on which he or she sits, and to review material distributed in advance for the meetings. It is expected that Executive Officers who are unable to attend a Board or committee meeting (which, is understood, may occur on occasion), will notify Chairman of the Board.

Chairman of the Board and CEO

The Board elects the Chairman of the Board. It is the policy of the Board that the positions of Chairman of the Board and CEO be held by the same person, except in unusual circumstances. The combination has served the Company well over a great many years.

Size of the Board

It is the policy of the Board that the number of directors not exceed the number that can function efficiently as a body, while properly staffing necessary Board committees. It is the sense of the Board that this size permits diversity of experience without hindering effective discussion or diminishing individual accountability.

Frequency of Meetings

There would be four regularly scheduled meetings of the Board each year. Meetings may be held in locations that present opportunities to expose the Board to various facets of the Company's business, related to other Company businesses, or connected with a shareholders’ meeting.

Agenda for Board Meetings

The Chairman of the Board sets the agenda for Board meetings. Executive Officers are invited to suggest inclusion of items on the agenda and are free to raise at any Board meeting subjects that are not specifically on the agenda. Materials related to agenda items are provided to Executive Officers sufficiently in advance of Board meetings, where necessary, to permit Executive Officers to review and prepare for discussion.

Attendance at Board Meetings

At the invitation of the Board, members of management, members of the advisory panel recommended by the CEO are allowed to attend Board meetings or portions thereof for the purpose of presenting information, advise and suggestions regarding a particular matter or participating in discussions. The Board is free to excuse members of senior management or advisor panel from meetings at any time.