KEY ACHIEVEMENTS

ETHICS

Under Capstone’s ethical standards, all employees share certain responsibilities. We are committed to upholding a high level of professionalism and acting fairly and with integrity in all of our business dealings and relationships. Each employee has a responsibility to:

Learn. Employees must be familiar with our Code of Conduct and applicable laws and are required to conduct our business in accordance.
Act. We treat all employees, customers and business partners in an honest and fair manner.
Avoid. We expect employees to avoid situations where their personal interests are, or appear to be, in conflict with Capstone’s interests.
Protect. We require our employees to safeguard and properly use our proprietary and confidential information, assets and resources.

Insider Trading Policy
Capstone is publicly listed on the Toronto Stock Exchange. As such, the corporation is subject to Canadian securities laws and the requirements of the TSX. Certain of these laws prohibit insider trading and tipping and are intended to ensure equal opportunity amongst investors and to ensure that people who have access to material undisclosed information do not trade, or assist others in trading, to the disadvantage of investors generally. Capstone’s Insider Trading Policy applies to all directors, officers, employees and consultants of Capstone and its subsidiary companies.

The policy outlines the following three sets of rules:

• A prohibition against illegal insider trading and tipping
• The requirement for certain employees to report all transactions involving securities of the corporation
• The imposition of a blackout trading policy

Code of Business Conduct and Ethics
Capstone’s Code of Business Conduct and Ethics must be adhered to by all directors, executive officers, employees and contractors of Capstone. It is intended to affirm the corporation’s commitment to upholding high moral and ethical standards.

Employees are required to adhere to the code in all interactions with each other and our stakeholders. All employees are required to annually review and sign-off on Capstone’s Code of Business Conduct and Ethics.

Whistleblower Policy
Capstone has a Whistleblower Policy in place to protect employees who in good faith choose to report a violation of the Code of Business Conduct and Ethics. Management ensure that all employees are aware of this policy and understand that they will not be subject to reprisal or retaliation for reporting improper activity.

The Code of Business Conduct and Ethics and the Whistleblower Policy can be viewed on our website at capstoneinfrastructure.com/About/Governance, and are also available for employees on Capstone’s intranet site.

Governance

Strong corporate governance is an essential component of our success. We work hard to ensure transparency at all levels of the organization, including with senior executives and the board.

Our Board of Directors are our highest governing body. We have seven Directors who are elected annually, six of whom are independent directors. Our President and Chief Executive Officer, Michael Bernstein, also serves as a board member.

There are two committees of the Board: the Audit Committee and the Corporate Governance and Compensation Committee (with a Nomination Subcommittee that considers candidates for nomination for election as Directors).

Nomination and Selection Process for Board of Directors
The Corporate Governance and Compensation Committee is responsible for identifying and recommending to the Board of Directors qualified nominees for selection at the annual meeting of shareholders and to fill any vacancies on the Board.

The Board also endeavours to take into account the desirability of maintaining a reasonable diversity of personal characteristics such as age, gender, geographic residence and origin.

In 2014, meetings of the Board of Directors and Board Committees recorded 100% attendance rates from all Directors.

Deferred or Vested Shares
Capstone has a Deferred Shared Unit Plan (DSU) that was put in place to:

• Promote a greater alignment of interests between Directors and Shareholders
• Provide a compensation system for Directors that is reflective of the responsibility, commitment and risk accompanying Board membership
• Assist in attracting and retaining individuals with experience and ability to serve as members of the Board
• Allow the Directors to participate in Capstone’s long-term success

Director Share Ownership
We believe that the economic interests of our Directors should be aligned with those of Shareholders. To achieve this, we require our Directors to purchase Common Shares and/or DSUs in an amount equivalent to three years’ annual cash retainer.

Clawback Policy
Capstone’s Board of Directors has adopted a clawback policy in respect of compensation paid or payable to the CEO and the Executive Vice President and Chief Financial Officer.

Under the Clawback Policy, Capstone, at its discretion, may clawback the after-tax portion of cash and equity compensation awarded to the CEO and CFO, as applicable, in the event of a restatement of Capstone’s financial results, and it is determined that the cash or equity awards paid or payable would have been lower had the restatement occurred prior to the payment or grant of such awards.

A full description of Capstone’s director and executive compensation is provided in the corporation’s Information Circular, available on our corporate website in the Investor Centre under Regulatory Filings.

Sustainability in Our Investment Process
We manage our environmental and social responsibilities throughout the investment process, which includes:

Review and evaluation of possible acquisitions
Our due diligence process includes reviewing a business’s environmental and occupational health and safety (OH&S) risk management as part of our assessment of the broader risk management framework. This includes the use of independent experts to identify issues and obligations related to the investment.

Ongoing management
Each business maintains its own risk management system to manage its obligations and risks. Our ability to control or influence these frameworks depends on our level of ownership or control and the regulatory framework that governs specific environmental and OH&S risks. Each business must report to the Board of Directors on risk management, which helps ensure compliance with regulatory requirements as well as timely identification and resolution of issues.