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 to oversee 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 four 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 Audit Committee

The Audit Committee is responsible for overseeing the accounting and financial reporting processes of the Company, including the reviews and audits its financial statements. The duties of the committee include oversight and monitoring of: the Company’s financial accounting and reporting processes, the quality and integrity of the financial statements and related disclosure of the Company, compliance by the Company with regulatory and legal requirements, and the performance, qualifications and independence of the Company’s auditor.

Compensation, Corporate Governance and Nominating Committee

The Compensation, Corporate Governance and Nominating Committee is responsible for assisting the Board of Directors in fulfilling its responsibilities relating to

matters of human resources and compensation (including equity compensation), establishing a plan of continuity and development for senior management of the Corporation, maintaining and enhancing the Corporation’s corporate governance practices, identifying and recommending qualified individuals for nomination for election to the Board of Directors and for appointment to senior management positions, including the Chief Executive Officer position, monitoring initial orientation and continuing education for directors, developing governance guidelines and policies and providing oversight of governance related matters.

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.

A full description of the Charter for each of CES’s Board Committees can be found below: