Corporate Governance

Callidus Capital Corporation has adopted a number of policies to ensure all representatives (employees, officers and directors) fulfill their responsibilities consistently, honestly and fairly and comply with all applicable laws and regulations.

Mandate of the Board of Directors

The Board has responsibility for the supervision of the management of the business and affairs of the Corporation and, generally through management, to pursue the best interests of the Corporation in conducting the day to day business of the Corporation.

Nomination of Directors

The responsibility for proposing new nominees for the Board will fall within the mandate of the Compensation and Governance Committee. New candidates for nomination to the Board will be identified and selected having regard to the strengths and constitution of the Board and the needs of the Board and its committees.

Code of Conduct and Ethics

The Code of Conduct will encourage and promote a culture of ethical business conduct and will guide personnel in managing business situations and allow the Corporation to conduct business in a responsible and ethical manner, treating all those with whom the Corporation deals with fairness and respect. The Code of Conduct will address compliance with applicable laws and regulations, conflicts of interests, confidentiality and disclosure, employment practices, health, safety and environment, use of Callidus' property and resources, retention of documents and records, reporting financial transactions, compliance and enforcement and non-compliance reporting.

Related Party Transaction Policy

The Corporation will adopt a written related party transaction policy (the "Related Party Policy") that will provide guidance as to how directors, officers, and employees of the Corporation identify potential related party transactions with the goal of avoiding potential or actual conflicts of interest.

Audit and Risk Committee

The Audit & Risk Committee's primary role is to assist the Board in fulfilling its oversight responsibilities regarding the Corporation's internal controls, financial reporting and risk management processes.

Compensation and Governance Committee

The Compensation and Governance Committee will be responsible for annual reviews of the Corporation's mission and strategic direction. The Compensation and Governance Committee will provide an assessment of the effectiveness of the Board as a whole, each committee of the Board, and the contribution of each individual director. The Compensation and Governance Committee will oversee the nominations to the Board and corporate governance practices of the Corporation.

Whistleblower Policy

The Committee shall review the Corporation's Policy periodically to determine whether the Policy is effective in providing appropriate procedures to report violations (as defined in the Policy) or suspected violations, and recommend to the Board any amendments to the Policy.