Governance

The Board has adopted a Whistleblower Policy which allows its directors, officers and employees who feel that a violation of the high standards of business conduct and ethics has occurred, or who have concerns regarding financial statement disclosure issues, accounting, internal accounting controls or auditing matters, to report such violation or concerns to the Chair of the Audit Committee on a confidential and anonymous basis. All complaints are to be forwarded to the Chair of the Audit Committee for investigation and corrective and disciplinary action, if appropriate.

The Code of Business Conduct and Ethics affirms Mawson's commitment to uphold high moral and ethical principles and specifies the basic norms of behavior for those conducting business on its behalf. While Mawson's business practices must be consistent with the business and social practices of the communities in which Mawson operates, Mawson believes that honesty is the essential standard of integrity in any locale. Thus, though local customs may vary, Mawson's activities are to be based on honesty, integrity and respect. In addition to the Code of Business Conduct and Ethics, each director, officer and employee is expected to comply with relevant corporate and securities laws and, where applicable, the terms of their employment agreements.

The Environmental, Health and Safety Policy has been adopted to affirm Mawson's commitment to protecting the environment as well as the health and safety of its directors, officers, employees and consultants and the communities in which Mawson conducts its activities. Pursuant to the Environmental, Health and Safety Policy, management will ensure that environmental, health and safety policies, programs, and performance standards are an integral part of our planning and decision-making. Mawson's directors, officers, employees and consultants are responsible and accountable for compliance and have an obligation to bring issues forward to management for resolution.

If a nominee for director does not receive the vote of at least a majority of votes cast at an Annual Meeting of Shareholders, it is the Board's policy that the director will tender his or her resignation to the Board. In such a case, the independent members of the Board will determine, whether to accept or reject the tendered resignation, taking into account all of the facts and circumstances. The director who has tendered his or her resignation will not take part in the deliberations. The Board will publicly disclose its decision within 90 days from the date of voting results.

The Compensation Committee was formed to discharge the Board's responsibilities relating to compensation of Mawson's executive officers. The Committee is responsible for recommending levels of executive compensation that are competitive and motivating in order to attract, hold and inspire the chief executive officer, senior officers and other key employees and for recommending compensation for Directors.