Corporate Governance Overview

The Board of Directors (the “Board”) and senior management of CES Energy Solutions Corp. (the “Company”) considers good corporate governance to be central to the effective operation of the Company and is committed to maintaining a high standard of corporate governance.  The Board’s primary responsibility is for the conduct of the business and affairs of the Company. The Board discharges these responsibilities directly and through delegation of specific responsibilities to committees of the Board and senior management.

The Board has established three committees, all of which are an integral part of the Company’s governance structure.  A summary of the primary responsibilities of each committee is as follows:

The Compensation Committee

The Compensation Committee is responsible for assisting the Board in fulfilling its responsibilities relating to matters of human resources and compensation, including equity compensation, and the establishment of a plan of continuity and development for senior management of the Company.

The Audit and Governance Committee

The Audit and Governance Committee is responsible for the Company's responses regarding compliance with the governance guidelines and the recommendations or requirements of any applicable regulator or securities exchange.  The Charter provides that the responsibilities of the Audit and Governance Committee include, but are not limited to, assisting the Board in:

 (i) evaluating, developing and recommending the process and structure by which the Board, management and committees of the Company are held accountable to the Shareholders and other stakeholders of the Company;
 (ii) establishing and reviewing the appropriate skills, composition and characteristics (including independence) of the Board;
 (iii) evaluating, identifying and recommending nominees for election or re election to the Board;
 (iv) monitoring, reviewing and making recommendations regarding the orientation, education and development of the Board;
 (v) recommending directors to serve as members and Chairs of the Company's committees;
 (vi) reviewing and recommending changes to the Governance Guidelines, Terms of Reference and other approvals, policies and procedures of the Board;
 (vii) reviewing and recommendation changes to the respective charters of the Company's committees;
 (viii) establishing procedures for the engagement of separate independent counsel by each committee and director;
 (ix) reviewing the Company's annual disclosure documents that contain significant information relating to matters within the Audit and Governance Committee’s mandate; and
 (x) reviewing and evaluating the Charter and the Audit and Governance Committee’s efficacy.

The Health, Safety and Environment Committee

The primary function of the Health, Safety and Environment Committee is to assist the Board in fulfilling its oversight in respect of the development, implementation, and monitoring of the Company's health, safety, and environmental policies. The Company is committed to and responsible for providing a safe, healthy, and accident free work environment through the establishment of safe work methods and practices.

The Company's governance practices are consistent with the governance guidelines set forth in National Policy 58-201 — Corporate Governance Guidelines and the audit committee rules set forth in National Instrument 52-110 — Audit Committees (“NI 52-110”).