Board and Committee Mandates

Committees of the Board of Directors

Vecima Networks Inc. has two committees; an Audit Committee, a Corporate Governance and Compensation Committee (CGCC).

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, our financial reporting practices and procedures, and the quality and integrity of our audited and unaudited financial statements, including discussions with our external auditors. The committee reviews our business plan, our 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 mandate for the Audit Committee.

Corporate Governance and Compensation Committee (CGCC)

The CGCC 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, of the committee structures, and of the mandates. The committee is responsible for succession planning. It also reviews the Chief Executive Officer’s goals and objectives at the start of each year and provides an appraisal of his performance.

The CGCC also reviews compensation and benefits plans to ensure that they are competitive, motivating, and rewarding for participants. The committee reviews and makes recommendations to our Board of Directors regarding the appointment of officers, the establishment of, and any material changes to, executive compensation programs. It also approves the reports to the Board of Directors on management.

The Board of Directors has adopted a mandate for the CGCC.