Corporate Governance

The directors and managers of StonePoint Global Brands Inc. are committed to maintaining high standards of corporate governance. Our corporate governance practices are the responsibility of the Board of Directors and are consistent with the fourteen guidelines for effective governance set out by the TSX Venture Exchange. All corporations listed on the TSX Venture Exchange must annually disclose their approach to corporate governance with respect to these fourteen specific guidelines. Our disclosure with respect to each guideline is described in StonePoint’s management proxy, available on SEDAR at www.sedar.com.

The Board oversees our business strategy, operating strategy and business practices. The Board meets regularly and is consulted with on major issues such as planning, acquisitions and divestitures and its focus is the protection of our assets and shareholder value. The Board has established three standing committees to facilitate the carrying out of the Board’s duties and responsibilities and meeting applicable statutory and regulatory requirements.

These three committees are the Audit Committee, the Compensation Committee, and the Corporate Governance Committee. In addition, from time to time, ad hoc committees may be appointed when special circumstances dictate, with specific assignments for a limited duration.

With respect to corporate governance, the role of the Board is to determine the overall approach to addressing corporate governance issues. The Board monitors, assesses and reviews matters pertaining to the organization and the composition of the Board of Directors, the organization and conduct of Board Meetings, and the effectiveness and independence of the Board, its committees and individual directors. The Board also monitors matters pertaining to standards of business and ethical conduct.

Audit Committee
Members of the Audit Committee are James Borkowski, Frank Port and Jerry Pogue.

In relation to audit matters, the Audit Committee is responsible for oversight of the nature and scope of the annual audit, management’s reporting on internal accounting standards and practices, financial information and accounting systems and procedures, and financial reporting and statements. They also recommend, for approval of the Board, the audited financial statements, interim financial statements and other mandatory disclosure releases containing financial information.

Compensation Committee
Members of the Compensation Committee are Aubrey Ryals, Jerry Pogue and Frank Port.

The role of the Compensation Committee is to assist the Board of Directors of the Company in fulfilling its responsibility by reviewing matters relating to the human resource policies and compensation of the directors, officers and employees of the Company and its subsidiaries within the context of the budget and business plan of the Company. This includes matters such as compensation philosophy and remuneration policy, Board retainer fees, performance objectives and evaluation of the Chief Executive Officer, compensation and benefit package for senior officers, proposed stock option or share purchase plans, bonuses, and the annual disclosure of compensation information as required by securities law.

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