Divcom has adopted new corporate governance measures to keep up with new regulations and to insure reliable accountability to the shareholders. The following documents outline these measures.

Board of Directors
The fundamental role of the Board of Directors is to exercise their business judgment to act in what they reasonably believe to be in the best interests of the Company and its shareholders. The Board of Directors of DIVCOM LIGHTING INC. (the "Company") is responsible for overseeing the exercise of corporate powers and ensuring that the Company's business and affairs are managed to meet its stated goals and objectives.
Corporate Governance Guidelines


Audit Committee
The primary function of the Audit Committee is to assist the Board of Directors in overseeing that the Company’s management maintains:

• an adequate system of internal controls,
• the integrity of the Company’s financial statements, and
• processes to ensure compliance by the Company with all applicable legal and regulatory requirements and Company policy.

The Audit Committee will also oversee the performance of the Company’s Internal Audit function and will be responsible for the appointment, compensation, retention and oversight of the performance, qualifications and independence of the Company’s independent auditors (including resolution of disagreements between management and the independent auditors regarding financial reporting).

In addition, the Audit Committee shall maintain an effective, open avenue of communication between the independent auditors, internal auditors, senior management and the Board of Directors.

The Committee’s function is one of oversight, and it recognizes that the Company’s management is responsible for preparing the Company’s financial statements and that the independent auditors are responsible for auditing those financial statements. In carrying out its oversight responsibilities, the Committee is not providing any expert or special assurance as to the Company’s financial statements. The Committee has the authority to conduct investigations within the scope of its responsibilities and to retain legal, accounting and other advisors to assist the Committee in its functions.

Audit Committee Charter


Corporate Governance Committee
The principal purposes, goals and responsibilities of the Corporate Governance Committee of the Board of Directors (the “Committee”) of Divcom Lighting Inc. (the “Company”), acting on behalf of the Board of Directors (the “Board”), are to:

• identify individuals qualified to become Board members, consistent with criteria approved by the Board, and recommend that the Board nominate such individuals for election to the Board at the annual meeting of stockholders;
• review criteria for selecting directors to recommend for nomination;
• oversee the evaluation of the Board and assist the Board with its evaluation of other Board committees;
• review all components of executive officer and director compensation for consistency with the Committee’s compensation philosophy as in effect from time to time; and
• develop and recommend to the Board a comprehensive set of corporate governance guidelines applicable to the Company, and after adoption periodically review those guidelines and, if deemed appropriate, recommend modifications.

Corporate Governance Committe Charter