Corporate Governance

Corporate governance relates to the activities of the board of directors (the "Board") which are elected by, and are accountable to, the company's shareholders.  The  Board appoints and oversees the individual members of the management team who are charged with the day to day operation of the company.  The Board is committed to sound corporate governance practices, which are both in the interest of its shareholders, and contribute to effective and efficient decision making. 

Pursuant to National Instrument 58-101 Disclosure of Corporate Governance Practices ("NI 58-101"), which came into effect for financial years ending on or after June 30, 2005, Cobalt Power is required to disclose its corporate governance practices as summarized below.

Board of Directors

The Board of the company facilitates its exercising of independent supervision over the company's management through meetings of the Board and both directly and indirectly through its committees.

Except as disclosed below, all of the company's current directors are "independent" directors in that they are independent and free from an interest, and any business or other relationship which could reasonably be perceived to, materially interfere with the director's ability to act with the best interests of the company, other than interests and relationships arising from shareholders.

Orientation and Continuing Education

Each new director brings a different skill set and professional background, and with this information, the Board is able to determine what orientation to the nature and operations of the company's business will be necessary and relevant to each new director.  Cobalt Power provides continuing education to its directors as such needs arise and encourages open discussion at all meetings.

Ethical Business Conduct

Cobalt Power endeavours to select individuals of the highest personal moral stature and expects them to follow a high ethical standard when exercising their authority or discretion in all of the company's business dealings.

Nomination of Directors

The Board determines new nominees to the Board. No formal process has been adopted.

Compensation of Directors

The directors are not compensated for their services other than through incentive stock options.