The Board of Directors’ mandate includes oversight and guidance of management to establish Capstone’s strategy and objectives, approving significant decisions that affect Capstone and its results, monitoring the company’s financial performance, setting the dividend policy and overseeing the company’s stakeholder relationships and reporting obligations. Capstone complies with all relevant governance requirements and policies of various Canadian securities regulatory authorities. Our approach to governance includes: 

• A 7-person board; 
• A requirement that the board’s audit committee be composed entirely of independent directors unless a director is exempt from such independence requirements under securities laws; 
• Governance policies that apply equally to the individual businesses in our portfolio, which ensures consistency and reliability in reporting and risk management; 
• A Code of Ethics that encourages and promotes a culture of ethical business conduct and must be followed by all directors, officers and employees of Capstone Infrastructure; and 
• An annual evaluation of the effectiveness of the board and directors to ensure the Board of Directors is fulfilling its oversight role in the most effective manner.

The Audit Committee’s mandate includes overseeing:

• The integrity of Capstone Infrastructure’s financial statements and reporting process;
• The qualifications and independence of the company’s external auditors;
• The work of the company’s financial management and external auditors; and
• Providing an open avenue of communication between the external auditors, the Board of Directors and management.

The Corporate Governance and Compensation Committee’s mandate includes:

• Reviewing and making recommendations on all forms of compensation to be granted to the directors and the Chief Executive Officer;
• Reviewing the CEO’s recommendations regarding the compensation of the company’s senior executives;
• Identifying and recommending to the Board of Directors qualified candidates to nominate for election as directors; Reviewing and revising, as applicable,
• the company's approach to corporate governance issues;
• Succession planning for senior management and the directors;
• Overseeing the annual Board and committee assessment and director performance evaluation process; and
• Overseeing compliance with the company's Code of Ethics.