Comply Incorporated

Recording Secretary

• Create meeting notices
• Draft meeting agendas
• Circulate meeting materials to the Board
• Attendance at Board of Directors and Committee meetings
• Preparation of minutes

Corporate Secretary

• Appointment as Corporate Secretary, performing an expanded Recording Secretary role

• Develop the agenda; work with the CEO and Chairman to finalize agendas; co-ordinate supporting materials for board and committee meetings
• Preparation and distribution of formal notice of meeting for Board and Committee meetings
• Preparation of or supervision of assembly and delivery of board materials either in  hard copy or on board portals such as Board Vantage or Diligent Board Books.

• Board Governance Review – review of current board and committee structure; review of charters and mandates; creation of annual Work Plan for board and each committee
• Director Manual/Handbook – creation and distribution of manual/handbook for directors either in hard copy or through board portals
• Directors/Board Evaluations – provide templates for director/board evaluations; provide confidential administration and tabulation of board and committee evaluations and feed back

• Assist in the development and review of board charters, mandates, insider trading and communications policies, codes of conduct and ethics as well as whistleblowing policies and procedures, in conjunction with legal counsel
• Conduct and administer annual review of all corporate governance documents
• Organize the establishment of a Whistleblower Hotline through a third party service provider
• Develop insider trading blackout calendar; disseminate financial blackout notifications to insiders

• Notarize documents and facilitate the legalization of documents at consulates

• Monitoring of regulatory filing deadlines based on issuers’ year-end and stock exchange regulations
• Preparation of Chief Executive Officer and Chief Financial Officer annual and interim certifications
• Filing of annual, interim and other filings on SEDAR
• Insider regulatory filings for SEDI

• Compliance with Toronto Stock Exchange; TSX Venture Exchange policies
• Creation and submission of monthly TSX SecureFile reports; TSX-Venture Exchange form

• Together with legal counsel and transfer agents, arrange and plan for shareholder meetings, related agenda; fix meeting and record dates for annual and/or special shareholder meetings based on regulatory deadlines
• Booking of meeting venue and other arrangements as required
• Preparation of proxy related materials including annual reports, Annual Information Forms, Information Circulars, Notice of Meetings, etc.
• Drafting chairman’s script for the meeting
• Preparation of shareholders meeting minutes

• Organize the printing of financial documents such as Annual Financials, MD&A; Annual Meeting Materials, Interim Reports, etc.

• Complete maintenance of minute books including annual compliance; registrations in jurisdictions in Canada, the United States and other international jurisdictions
• Obtain signatures from directors on minutes and resolutions in writing.

• Co-ordinate incorporation, registration and maintenance of international legal entities
• Single point of contact for international corporate secretarial needs
• Provide referrals and introductions to local and international service providers including legal counsel, auditors and registered agents

• Complete administration of stock option and RSU programs on i) excel spreadsheets; or ii) Stock Vantage; or iii) Solium
• Preparation of stock option agreements; RSU agreements for signature
• Liaise with brokers relating to the exercise of stock options; and sale of shares
• Submission of executed treasury direction to issuer’s transfer agent

• Arranging dissemination of news releases through newswire service providers
• Pre-clearance of news releases with the stock exchange market surveillance agencies such as the Investment Industry Regulatory Organization of Canada (IIROC) in Canada