Advance Notice Policy
(As of August 27, 2018)
1.1 Life360 Innovations Holdings Inc. (the Company) and the Company’s wholly or partially owned subsidiaries is committed to: (i) facilitating an orderly and efficient annual general or, where the need arises, special meeting, process; (ii) ensuring that all shareholders receive adequate notice of the director nominations and sufficient information regarding all director nominees; and (iii) allowing shareholders to register an informed vote after having been afforded reasonable time for appropriate deliberation
1.2 The purpose of this Advance Notice Policy (the Policy) is to provide shareholders, directors and management of the Company with a clear framework for nominating directors of the Company. This Policy fixes a deadline by which director nominations must be submitted to the Company prior to any annual or special meeting of shareholders and sets forth the information that must be included in the notice to the Company for the notice to be in proper written form in order for any director nominee to be eligible for election at any annual or special meeting of shareholders.
1.3 It is the position of the board of directors of the Company (the Board) that this Policy is in the best interests of the Company, its shareholders and other stakeholders. This Policy will be subject to an annual review by the Board, and will reflect changes as required by the Business Corporations Act (British Columbia), or so as to meet industry standards from time to time.
2. Nomination of Directors
2.1 Only persons who are eligible under the Business Corporations Act (British Columbia) (the Act) and who are nominated in accordance with the following procedures shall be eligible for election as directors of the Company. At any annual meeting of shareholders, or at any special meeting of shareholders if one of the purposes for which the special meeting was called is the election of directors, nominations of persons for election to the Board may be made only:
2.1.1 by or at the direction of the Board, including pursuant to a notice of meeting;
2.1.2 by or at the direction or request of one or more shareholders pursuant to a “proposal” made in accordance with Part 5, Division 7 of the Act, or pursuant to a requisition of the shareholders made in accordance with section 167 of the Act; or
2.1.3 by any person (a Nominating Shareholder): (A) who, at the close of business on the date of the giving by the Nominating Shareholder of the notice provided for below in this Policy and at the close of business on the record date for notice of such meeting, is entered in the securities register of the Company as a holder of one or more common shares carrying the right to vote at such meeting or who beneficially owns shares that are entitled to be voted at such meeting and provides evidence of such ownership that is reasonably satisfactory to the Company; and (B) who complies with the notice procedures set forth below in this Policy.
2.2 In addition to any other requirements under applicable laws, for a nomination to be made by a Nominating Shareholder, the Nominating Shareholder must have given notice thereof that is both timely (in accordance with paragraph 3 below) and in proper written form (in accordance with paragraph 4 below) to the President of the Company at the principal executive offices of the Company.
2.3 To be timely, a Nominating Shareholder's notice to the President of the Company must be made:
2.3.2 in the case of a special meeting (which is not also an annual meeting) of shareholders called for the purpose of electing directors (whether or not called for other purposes), not later than the close of business on the fifteenth (15th) day following the day on which notice of the special meeting was given to shareholders.
The time periods for the giving of a Nominating Shareholder's notice set forth above shall in all cases be determined based on the original date of the applicable annual meeting or special meeting of shareholders, and in no event shall any adjournment or postponement of a meeting of shareholders, or the reconvening of any adjourned or postponed meeting of shareholders, or the announcement thereof, commence a new time period for the giving of a Nominating Shareholder’s notice as described above.
2.4 To be in proper written form, a Nominating Shareholder's notice to the President of the Company must set forth:
2.4.1 as to each person whom the Nominating Shareholder proposes to nominate for election as a director: (A) the name, age, business address and residential address of the person; (B) the present principal occupation or employment of the person and the principal occupation or employment within the five years preceding the notice; (C) the citizenship of such person; (D) the class or series and number of shares in the capital of the Company which are directly or indirectly controlled or directed or which are owned beneficially or of record by the person as of the record date for the meeting of shareholders (if such date shall then have been made publicly available and shall have occurred) and as of the date of such notice; and (E) any other information relating to the person that would be required to be disclosed in a dissident's proxy circular in connection with solicitations of proxies for election of directors pursuant to the Act and Applicable Securities Laws (as defined below); and
2.4.2 as to the Nominating Shareholder giving the notice, full particulars regarding any proxy, contract, agreement, arrangement, understanding or relationship pursuant to which such Nominating Shareholder has a right to vote or direct the voting of any shares of the Company and any other information relating to such Nominating Shareholder that would be required to be made in a dissident's proxy circular in connection with solicitations of proxies for election of directors pursuant to the Act and Applicable Securities Laws.
The Company may require any proposed nominee to furnish such other information as may reasonably be required by the Company to determine the eligibility of such proposed nominee to serve as an independent director of the Company or that would reasonably be expected to be material to a reasonable shareholder's understanding of the independence and/or qualifications, or lack thereof, of such proposed nominee.
2.5 No person shall be eligible for election as a director of the Company unless nominated in accordance with the provisions of this Policy; provided, however, that nothing in this Policy shall be deemed to preclude discussion by a shareholder (as distinct from the nomination of directors) at a meeting of shareholders of any matter in respect of which it would have been entitled to submit a proposal pursuant to the provisions of the Act or at the discretion of the Chairman. The Chairman of the meeting shall have the power and duty to determine whether a nomination was made in accordance with the procedures set forth in the foregoing provisions of this Policy and, if any proposed nomination is not in compliance with such foregoing provisions, to declare that such defective nomination shall be disregarded.
2.6 For purposes of this Policy, Applicable Securities Laws means, collectively, the applicable securities statutes of each relevant province and territory of Canada, as amended from time to time, the rules, regulations and forms made or promulgated under any such statute and the published national instruments, multilateral instruments, policies, bulletins and notices of the securities commission and similar regulatory authority of each relevant province and territory of Canada, and all applicable securities laws of the United States.
2.7 Notwithstanding any other provision of this Policy, notice given to the President of the Company pursuant to this Policy may only be given by personal delivery, facsimile transmission or by email (at such email address as may be stipulated from time to time by the President of the Company for purposes of this notice), and shall be deemed to have been given and made only at the time it is served by personal delivery to the President at the address of the principal executive offices of the Company, sent by facsimile transmission (provided that receipt of confirmation of such transmission has been received) or received by email (at the address as aforesaid); provided that if such delivery or electronic communication is made on a day which is a not a business day or later than 5:00 p.m. (Vancouver time) on a day which is a business day, then such delivery or electronic communication shall be deemed to have been made on the next following day that is a business day.
2.8 Notwithstanding the foregoing, the Board may, in its sole discretion, waive any requirement in this Policy.
3. Governing Law
3.1 This Policy shall be interpreted and enforced in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable in that province.
4. Effective Date
4.1 This Policy was approved and adopted by the Board on December 9, 2015 and was unanimously passed on January 4, 2016 at the Company’s Special General Meeting of the shareholders is and shall be effective and in full force and effect in accordance with its terms and conditions from and after such date. Notwithstanding the foregoing, if this Policy is not approved by ordinary resolution of shareholders of the Company present in person or voting by proxy at the next meeting of those shareholders validly held following the Effective Date, then this Policy shall terminate and be void and of no further force and effect following the termination of such meeting of shareholders.
Amended and approved by the Board on August 27, 2018
Audit Committee Charter
(As of August 27, 2018)
1.1 The Audit Committee (the Committee) is appointed by the Board of Directors (the Board and each member thereof a Director) of Life360 Innovations Holdings Inc. (the Company) to assist the Board in fulfilling its financial management oversight responsibilities for the benefit of the shareholders. This Audit Committee Charter (the Charter) describes the Committee’s primary duties and responsibilities to:
1.1.1 Review the effectiveness of the overall process of identifying and addressing material, financial-related business risk and the adequacy of the related disclosure;
1.1.2 Monitor the integrity of the Company’s financial reporting process and system of internal controls regarding financial reporting and accounting & legal compliance;
1.1.3 Identify and monitor the management of the principal risks that could impact the financial reporting of the Company;
1.1.4 Monitor the independence and performance of the Company’s external auditor;
1.1.5 Encourage adherence to, and continuous improvement of, the Company’s policies, procedures and practices related to financial matters at all levels; and
1.1.6 Provide an avenue of communication among the external auditor, management and the Board.
2.1 The Committee has the authority to:
2.1.1 The power to conduct or authorize investigation into any matter within the scope of its responsibilities;
2.1.2 Engage independent counsel and other advisors as it determines necessary to carry out its duties and the right to set the compensation for any advisors employed by the Committee;
2.1.3 The right at any time and without restriction to communicate directly with the Chief Financial Officer (CFO), other members of management wo have responsibility for the audit process and external auditors; and
2.1.4 Such other powers and duties as may be delegated to it from time-to-time by the Board.
3.1 Committee members shall meet the requirements of the applicable securities regulatory rules and regulations. The Committee shall be comprised of at least three (3) directors, as determined by the Board, each of whom shall be an “independent” director within the meaning of National Instrument 52-110 (“NI 52-110”) promulgated by the Canadian Securities Administrators and shall be free from any relationship that would interfere with the exercise of the Director’s independent judgment, provided that, the exemption in Section 3.9 of 52-110 is available for a period of up to one (1) year commencing on the date of the receipt of the prospectus qualifying a distribution of securities that is the initial public offering of the Company. All members of the Committee shall be “financially literate” within the meaning of NI 52-110 and at least one member of the Committee shall have accounting or related financial management expertise.
3.2 The members of the Committee shall be appointed by the Board and shall serve until their successors are appointed. The Board shall have the power at any time to change the membership of the Committee and to fill vacancies in it, subject to the Committee continuing to satisfy the composition requirements mentioned above. The Board shall designate one (1) member of the committee as its Chair. If a Chair of the Committee is not designated or present at a meeting, the members of the Committee may designate a Chair for the meeting by majority vote of the Committee membership.
4.1 Except as expressly provided in this Charter or the Articles of the Company, the Committee shall fix its own rules of procedure.
4.2 The Committee shall meet at least four times annually, or more frequently as circumstances dictate. The Committee Chair shall prepare and/or approve an agenda in advance of each meeting. The Committee should meet privately in executive session at least annually with management, the external auditor, and as a Committee to discuss any matter that the Committee or each of these groups believes should be discussed. In addition, the Committee should communicate with management quarterly as part of their review of the Company’s interim financial statements and management’s discussion and analysis.
4.3 At all meetings of the Committee, the presence of a majority of the members will constitute a quorum for the transaction of the business and the vote of a majority of the members present shall be the act of the Committee.
4.4 The Chair, any member of the Audit Committee, the external auditors, the Chairman of the Board, or the Chief Executive Officer (CEO) or the CFO may call a meeting of the Audit Committee by notifying the Company’s Corporate Secretary who will notify the members of the Audit Committee. The Chair shall chair all Audit Committee meetings that he or she attends, and in the absence of the chair, the members of the Audit Committee present may appoint a chair from their number for a meeting.
4.5 Members of the Committee may participate in a meeting of the Committee by conference telephone or similar communications equipment by means of which all people participating in the meeting can hear each other and participation in such meeting will constitute presence in person at such a meeting.
4.6 Any action required or permitted to be taken at any meeting of the committee may be taken without a meeting if all of its members consent in writing to the action and such writing is filed with the records of proceedings of the Committee.
4.7 The Committee shall have unrestricted access to the Company’s management and employees and the books and records of the Company.
4.8 Directors not on the Committee may attend meetings at their discretion. At the invitation of the Chair of the Committee, members of management and outside consultants may attend Committee meetings.
5.1 The Committee shall complete the following review procedures:
5.1.1 Review with the external auditors, in advance of the audit, the audit process and standards, as well as regulatory or Company-initiated changes in accounting practices and policies and the financial impact thereof, and selection or application of appropriate accounting principles;
5.1.2 Review with the external auditors and, if necessary, legal counsel, any litigation, claim or contingency, including tax assessments, that could have a material effect upon the financial position of the Company and the manner in which these matters are being disclosed in the financial statements; the appropriateness and disclosure of any off-balance sheet matters; and disclosure of related-party transactions;
5.1.3 Meet at least annually with the external auditors separately from management to review the integrity of the Company's financial reporting processes, including the clarity of financial disclosure and the degree of conservatism or aggressiveness of the accounting policies and estimates, performance of internal audit management, any significant disagreements or difficulties in obtaining information, adequacy of internal controls over financial reporting and the degree of compliance of the Company with prior recommendations of the external auditors. The Committee shall review with management any matters raised by the external auditors and direct management to implement such changes as the Committee considers appropriate, subject to any required approvals of the Board arising out of the review;
5.1.4 Discuss with management significant financial or other risk exposures and the steps management has taken to monitor, control and report such exposures;
5.1.5 Review the Company’s annual audited financial statements and management discussion and analysis prior to public disclosure and make recommendations to the Board respecting approval of the audited financial statements;
5.1.6 Review with management, the Company’s interim financial results and management discussion and analysis (MD&A) prior to public disclosure. Discuss any significant changes to the Company’s accounting principles and any items required to be communicated by the external auditors. If the statements are to be reviewed by the auditors, the Committee shall consult with the auditors as required during the process. The Committee shall make recommendations to the Board respecting approval of the interim financial statements or, if authorized to do so by the Board, approve the interim statements and MD&A; and
5.1.7 Periodically assess the adequacy of the disclosure policy and procedures in place including procedures for the review of the Company’s public disclosure of financial information extracted or derived from the Company’s financial statements, other than the public disclosure of the statements themselves, and all future oriented financial information (FOFI), and satisfy itself that those procedures are satisfactory. If the procedures are not considered satisfactory, the Committee should work with management to revise the procedures appropriately.
5.2 The Committee shall complete the following review procedures with the External Auditor:
5.2.1 The external auditors shall report and are accountable directly to the Committee. The Committee shall at least annually review the independence and performance of the external auditors. It shall recommend to the Board of Directors the external auditors to be approved at a shareholders' meeting and recommend to the Board any discharge of auditors when circumstances warrant. If the auditors are not to be reappointed, the Committee shall select and recommend a suitable alternative;
5.2.2 The Committee is directly responsible for overseeing the work of the external auditor engaged for the purpose of preparing or issuing an auditor’s report or performing other audit, review or attest services for the Company, including the resolution of disagreements between management and the external auditor regarding financial reporting;
5.2.3 The Committee is responsible for approving the fees and other significant compensation to be paid to the external auditors, and pre-approving, subject to ratification by the Board, any non-audit services that the auditor may provide. The Committee may delegate certain pre-approval functions for non-audit services to one or more independent members of its Committee if it first adopts specific policies and procedures respecting same and provided such decisions are presented to the full Committee for approval at its next meeting;
5.2.4 On an annual basis, the Committee should review and discuss with the external auditors all significant relationships they have with the Company that could impair the auditor’s independence.
5.2.5 The Committee shall review and approve the Company’s hiring policies regarding partners, employees and former partners and employees of the present and former external auditor of the Company;
5.2.6 The Committee shall obtain from the external auditors confirmation that the external auditors are a 'participating audit' firm for the purpose of National Instrument 52-108 Auditor Oversight and are in compliance with governing regulations;
5.2.7 On at least an annual basis, review with the Company’s counsel, any legal matters that could have a significant impact on the organization’s financial statements, the Company’s compliance with applicable laws and regulations, and inquiries received from regulators or governmental agencies;
5.2.8 When required by securities law, annually prepare a report to shareholders to be included in the Company’s annual information circular. The Chairman of the Committee, or other member appointed by the Chair, will review all disclosure documents to be issued by the Company relating to financial matters, including news releases, annual information forms and information circulars;
5.2.9 Review and assess the adequacy of this Charter at least annually and submit it to the Board for approval ;
5.2.10 Annually evaluate the Committee's performance and report its findings to the Board;
5.2.11 Maintain minutes of meetings and periodically report to the Board on significant results of the Committee’s activities; and
5.2.12 Perform any other activities consistent with this Charter, the Company’s documents, and governing law, as the Committee or the Board deems necessary or appropriate.
5.3 Complaints Procedure
5.3.1 Complaints regarding accounting, internal accounting controls, or auditing matters may be submitted to the Committee, attention: The Chair. Complaints may be made anonymously and, if not made anonymously, the identity of the person submitting the complaint will be kept confidential. Upon receipt of a complaint, the Chair will conduct or designate a member of the Committee to conduct an initial investigation. If the results of that initial investigation indicate there may be any merit to the complaint, the matter will be brought before the Committee for a determination of further investigation and action. Records of complaints made and the resulting action or determination with respect to the complaint shall be documented and kept in the records of the Committee for a period of three years.
6. No Rights Created
6.1 This Charter is a statement of broad policies and is intended as a component of the flexible governance framework within which the Audit Committee functions. While it should be interpreted in the context of all applicable laws, regulations and listing requirements, as well as the context of the Company’s Articles and By-laws, it is not intended to establish any legally binding obligations.
7. Charter Review
7.1 The Committee shall review and update this Charter annually and present it to the Board for approval.
Amended and approved by the Board on August 27, 2018
Mandate of The Board
(As of August 27, 2018)
1. Policy Statement
1. Policy Statement
1.0 The Board of Directors (the Board and each member thereof a Director) of Life360 Innovations Holdings Inc. (the Company) is responsible for the stewardship of the business and affairs of the Company and the Company’s wholly and partially owned subsidiaries. As such, the Board has responsibility to oversee the conduct of the Company’s business, and provide direction to the Company’s officers (the Management) to ensure that all major issues affecting the business and affairs of the Company are given proper consideration. The Board oversees the activities of Management who are responsible for the day-to-day conduct of the business of the Company.
2. Composition and Operation
2.1 The Board is to be constituted of a majority of individuals who qualify as independent Directors. Generally speaking, a Director is “independent” if such Director has no direct or indirect material relationship with the Company and a “material relationship” is a relationship which could, in the view of the Board, be reasonably expected to interfere with the exercise of the Director’s independent judgment.
2.2 The Board operates by delegating certain of its authorities to Management and by reserving certain powers to itself. The Board retains the responsibility of managing its own affairs including selecting its Chairman, nominating candidates for election to the Board, constituting committee of the full Board and determining compensation for the Directors. Subject to the governing documents of the Company and Business Corporations Act (British Columbia), the Board may constitute, seek the advice of and delegate powers, duties and responsibilities to committees of the Board.
3.1 The Board’s fundamental objectives are to enhance and preserve long-term shareholder value, to ensure the Company meets its obligations on an ongoing basis and that the Company operates in a reliable and safe manner. In performing its functions, the Board should also consider the legitimate interests its other stakeholders, such as employees, customers and communities may have in the Company. In broad terms, the stewardship of the Company involves the Board in strategic planning, financial reporting, risk Management and mitigation, Management determination, communication planning and internal control integrity.
4. Specific Duties
4.1 Legal Requirements
4.1.1 The Board has the oversight responsibility for meeting the Company’s legal requirements and for properly preparing, approving and maintaining the Company’s documents and records.
4.1.2 The Board has the legal responsibility to:
126.96.36.199 Set the strategic direction of the Company and oversee Management’s as they conduct the business and affairs of the Company;
188.8.131.52 Act honestly and in good faith with a view to the best interests of the Company;
184.108.40.206 Exercise the care, diligence and skill that responsible, prudent people would exercise in comparable circumstances; and
220.127.116.11 Act in accordance with its obligations contained in the Business Corporations Act (British Columbia) and the regulations thereto, the governing documents of the Company, and other relevant legislation and regulations.
4.1.3 The Board has the legal responsibility for considering the following matters as a full Board, which in law may not be delegated to Management or to a committee of the Board:
18.104.22.168 Any submission to the security holders of a question or matter requiring the approval of the security holders;
22.214.171.124 The filling of a vacancy among the Directors;
126.96.36.199 The issuance of securities;
188.8.131.52 The declaration of dividends;
184.108.40.206 The purchase, redemption or any other form of acquisitions of securities issued by the Company;
220.127.116.11 The payment of a commission to any person in consideration of his/her purchase or agreeing to purchase securities of the Company from the Company or from any other person, or procuring or agreeing to procure purchasers for any such securities;
18.104.22.168 The approval of Management proxy circulars; and
22.214.171.124 The approval of any take-over bid circular or Directors’ circular.
4.2.1 The Board shall have the responsibility to:
126.96.36.199 Implement appropriate structures and procedures to permit the Board to function independently of Management;
188.8.131.52 Implement a system which enables an individual Director to engage an outside advisor at the expense of the Company in appropriate circumstances; and
184.108.40.206 Provide an orientation and education program for newly appointed members of the Board.
4.3 Strategy Determination
4.3.1 The Board shall:
220.127.116.11 Adopt and annually review a strategic planning process and approve the corporate strategic plan, which takes into account, among other things, the opportunities and risks of the business of the Company;
18.104.22.168 At least annually review operating and financial performance results of the Company relative to established strategy, budgets and objectives;
22.214.171.124 Approve the annual operating and capital plans;
126.96.36.199 Approve acquisitions and dispositions in excess of a pre-determined limit; compensation, and monitor the CEO’s performance against a set of mutually agreed corporate objectives directed at maximizing security holder value;
188.8.131.52 Approve the establishment of credit facilities; and
184.108.40.206 Approve issuance of additional shares or other securities to the public.
4.4 Managing Risk
4.4.1 The Board has the responsibility to understand the principal risks of the business in which the Company is engaged, to achieve a proper balance between risks incurred and the potential return to security holders, and to confirm that there are systems in place which effectively monitor and manage those risks with a view to the long-term viability of the Company.
4.5 Appointment, Training and Monitoring of Senior Management
4.5.1 The Board shall:
220.127.116.11 Appoint the Chief Executive Officer (CEO) and monitor the CEO’s performance against a set of mutually agreed corporate objectives directed at maximizing security holder value; and review and approve CEO compensation, upon recommendation from the compensation committee. Review and approval of compensation for other senior executive officers shall be delegated to the compensation committee.
18.104.22.168 Ensure that a process is established that adequately provides for succession planning including the appointment, training and monitoring of senior Management;
22.214.171.124 Establish limits of authority delegated to Management;
126.96.36.199 Receive annually from the Compensation Committee their evaluation for the performance of each senior officer;
188.8.131.52 Manage the succession to senior Management positions as they occur, in a timely manner;
184.108.40.206 Review and approve any proposed significant change in the Management organization structure of the Company;
220.127.116.11 In consultation with the CEO, establish and maintain the Disclosure Policy for the Company; and
18.104.22.168 Generally provide advice and guidance to Management.
4.6 Reporting and Communication
4.6.1 The Board has the responsibility to:
22.214.171.124 Verify that the Company has in place policies and programs to enable the Company to communicate effectively with its security holders, other stakeholders and the public generally;
126.96.36.199 Verify that the financial performance of the Company is adequately reported to security holders, other stakeholders, and regulators on a timely and regular basis;
188.8.131.52 Verify that the financial results of the Company are reported fairly and in accordance with generally accepted accounting standards; and
184.108.40.206 Verify the timely reporting of any other developments that have a significant material impact on the value of the Company.
4.7 Monitoring and Acting
4.7.1 The Board has the responsibility to:
220.127.116.11 Review and approve the Company’s financial statements and oversee the Company’s compliance with applicable audit, accounting and reporting requirements;
18.104.22.168 Approve and monitor compliance with significant policies and procedures by which the Company is operated;
22.214.171.124 Monitor the Company’s progress towards its goals and objectives and revise and alter its direction through Management in response to changing circumstances;
126.96.36.199 Take such action as it determines appropriate when performance falls short of its goals and objectives or when other special circumstances warrant;
188.8.131.52 As appropriate, verify that the Company has implemented adequate internal control and information systems which ensure the effective discharge of its responsibilities; and
184.108.40.206 Recommend to the shareholders of the Company a firm of chartered accountants to be appointed as the Company’s auditors.
4.8 Environmental, Health and Safety Matters
4.8.1 The Board shall review the effectiveness and adequacy of safety and environmental control of the Company’s projects.
4.9 Other Activities
4.9.1 The Board may perform any other activities consistent with this mandate, the constating documents of the Company and any other governing laws as Board determines necessary or appropriate.4.10 Governance
4.10.1 In consultation with the Chairman of the Company’s Board, develop a position description for the Chairman of the Company’s Board;
4.10.2 Facilitate the continuity, effectiveness and independence of the Company’s Board by amongst other things,
220.127.116.11.1Selecting from nominees made by independent directors for election to the Company’s Board;
18.104.22.168.2Appoint a Chairman of the Company’s Board who is not a member of Management;
22.214.171.124.3Appointing from amongst the directors an audit committee and such other committees of the Company’s Board as the Company’s Board deems appropriate and in compliance with corporate governance regulations;
126.96.36.199.4Defining the mandate of each committee of the Company’s Board;
188.8.131.52.5Ensuring that the processes are in place and are utilized to assess the size of the Company’s Board, the effectiveness of the Chairman of the Company’s Board, the Company’s Board as a whole, each committee of the Company’s Board and each director; and
184.108.40.206.6Review the orientation and education program for new (and existing) members to the Company’s Board to ensure that it is adequate and effective.
4.11.1 The Board shall meet at least four times per year and/or as deemed appropriate by the Company’s Board chair;
4.11.2 Minutes of each meeting shall be prepared;
4.11.3 The CEO or his/her designate(s) may be present at all meetings of the Company’s Board.
4.11.4 Vice-Presidents and such other staff as appropriate to provide information to the Company’s Board shall attend meetings at the invitation of the Company’s Board; and
4.11.5 At the end of each meeting independent members have the option to meet without non-independent directors and Management present.
Amended and approved by the Board on August 27, 2018
Code of Business Conduct and Ethics Policy
(As of August 27, 2018)
1.1 In this Code of Business Conduct and Ethics Policy, references to “Company” are deemed to be references to the company and all of its subsidiaries.
1.2 Life360 Innovations Holdings Inc. (the Company) and the Company’s wholly and partially owned subsidiaries is committed to maintaining the highest standards of ethical conduct, promoting integrity, respecting people and cultural differences, deterring wrongdoing and complying with applicable laws, rules and regulations. In furtherance of this commitment, the board of directors (the >Board) has adopted this Code of Business Conduct and Ethics (the Code) for all directors, officers, consultants and employees of the Company (Company Individuals). In addition, each director, officer, consultant and employee will be required to read and sign the policy. If material changes are made, each person will need to resign the policy. The principles set forth in this document describe how Company Individuals should conduct themselves. All Company Individuals are expected to comply with the letter and spirit of this Code.
1.3 This Code does not address every expectation or condition regarding proper and ethical business conduct. Accordingly, this Code is intended to serve as a source of guiding principles for Company Individuals. Company Individuals are encouraged to discuss issues about particular circumstances that may be relevant to one or more of the provisions of this Code with the President and Chief Executive Officer (CEO), who may consult with inside or outside legal counsel, as appropriate.
1.4 The Board encourages the reporting of any behavior by Company Individuals which violates the Code, and the Board will not tolerate retaliation against any person who in good faith reports such violations to the Board or the Chairman.
2. Compliance with Code
2.1 The Code applies to all Company Individuals, and all Company Individuals are accountable for compliance with the Code. The Board is responsible for updating the Code and monitoring compliance with the Code. Waivers from the Code may only be granted by the Board, with any director involved in the transgression abstaining from voting on any decision made in respect of such waiver.
3. Reporting Violations of the Code
3.1 All Company Individuals (directors, officers, employees and consultants) are responsible for abiding by this Code. This includes individuals responsible for the failure to exercise proper supervision and to detect and report a violation by their subordinates. All Company Individuals are encouraged to report violations of this Code in accordance with the procedures described in the Company's Whistleblower Policy.
3.2 The Company will not take or allow any reprisal against any Company Individual who, in good faith, reports a suspected violation of the Code. Any reprisal will in itself be a very serious breach of the Code and subject to disciplinary action.
3.3 The CEO and the Board will be made aware of reports and the outcome of investigations.
4. Compliance with Laws, Rules and Regulations
4.1 The Company requires strict compliance from all Company Individuals with applicable laws, rules and regulations. These include all provincial, federal and other laws, including securities and insider trading laws, the Company’s insider trading compliance policies, as well as anti-corruption laws and the Company’s anti-corruption policies. Company Individuals must comply with and ensure compliance with all of the laws, rules, and regulations of Canada and other countries wherever the Company conducts business. Violations of this Code will result in the Company taking effective remedial action commensurate with the severity of the violation. This action may include disciplinary measures up to and including termination in the case of a director, employee or officer, and termination of the consulting contract in the case of a consultant and, if warranted, legal proceedings. If determined appropriate, a matter may be referred to the appropriate authorities.
4.2 A case of non-compliance with an applicable law may subject a Company Individual to disciplinary action. The fact that in some countries certain standards of conduct are legally prohibited but are not enforced in practice, or their violation is not subject to public criticism or censure will not excuse an illegal action by a Company Individual.
5.1 It is Company policy to make full, fair, accurate, timely and understandable disclosure in compliance with all applicable laws and regulations in all reports and documents that the Company files with, or submits to, any stock exchange, the Canadian provincial securities commissions and in all other public communications made by the Company. Employees are required to abide by Company standards, policies and procedures designed to promote compliance with this policy. For further guidance on disclosure matters, see the Company’s separate Disclosure Policy.
6. Conflicts of Interest
6.1 Shareholders of the Company expect that business decisions are made in the best interest of the Company. Any situation that creates or appears to create a material conflict of interest must be avoided by a Company Individual. A conflict of interest occurs when a Company Individual’s private interest interferes in any way with the interests of the Company or any of its subsidiaries and affiliated Companies. If a material conflict of interest arises, the Company Individual involved must disclose the conflict and take prompt action to remedy it. The following are examples of conflicts of interest:
6.1.1 Receiving personal loans or guarantees of obligations as a result of one’s position as a Company Individual;
6.1.2 Engaging in conduct or activity or entering into any transaction or agreement that competes with the Company’s existing or prospective business or takes advantage of an opportunity, which should be offered to the Company first;
6.1.3 Accepting bribes, kickbacks or any other improper payments for services relating to the conduct of the business of the Company; and
6.1.4 Accepting gifts, favors, entertainment, or services that may influence a business decision - other than such minor gifts, etc. as are the practice in the industry.
7. Inside Information and Securities Trading
7.1 Confidential Company information may not be used for personal benefit. It is prohibited to trade securities or to inform (i.e. tip) others to trade securities of the Company or affiliated companies on the basis of material information obtained as a Company Individual before it is made available to the public through appropriate media. Such information includes news about acquisitions, investments, new business relationships, financial results, important management changes, and other information that has the potential to affect the stock price of the Company or another company.
7.2 If doubt exists about whether the information is material or has been released to the public, a Company Individual shall not trade before consulting with the CEO or Chief Financial Officer (CFO). Trade as referred to above includes short sales, the purchase of puts, calls, or other options in Company’s stock.
7.3 Company Individuals may, at any time purchase Company securities and exercise options granted to them in accordance with the applicable arrangements, as long as those purchases are not decisions based on inside information.
8. Antitrust/Competition Laws
8.1 The Company does not discuss its prices with its competitors. Nor does the Company enter into illegal agreements or engage in illegal practices in restraint of trade.
9. Corporate Opportunity
9.1 Except as may be approved by the Board or the Chairman, Company Individuals are prohibited from:
9.1.1 Taking any opportunities that belong to the Company;
9.1.2 Taking any opportunities that are discovered through the use of Company corporate property, information, or from the position as Director or Officer;
9.1.3 Using corporate property, information, or position; or
9.1.4 Competing with the Company,
9.2 That will benefit themselves personally, or benefit their family, or be to the benefit of persons or entities outside the Company, whether or not it has a material impact on the Company’s financial performance.
10.1 All Company Individuals must maintain the confidentiality of confidential non-public information entrusted to them by the Company in their capacity as a Company Individual, except when the Company authorizes disclosure or when required by laws, regulations, or legal proceedings. Confidential Information is all non-public information entrusted to or obtained by a Company Individual by reason of his or her position as a Company Individual. It includes, but is not limited to, non-public information that might be of use to competitors or harmful to the Company, its shareholders, or its customers if disclosed, such as:
10.1.1 Non-public information about the Company’s financial condition, detailed sales and profit figures, new product or marketing prospects or plans, its marketing and sales programs and research and development information, manufacturing processes, salary data, employee lists as well as information relating to mergers and acquisitions, stock splits and divestitures;
10.1.2 Non-public information concerning possible transactions with other companies or information about the Company’s customers, suppliers or joint venture partners, which the Company is under an obligation to maintain as confidential; and
10.1.3 Non-public information about discussions and deliberations relating to business issues and decisions, between and among Company Individuals.
10.2 Company Individuals must keep Confidential Information strictly confidential, limiting access to those who have a need to know, avoiding discussion of Confidential Information in public areas such as airplanes, elevators, and restaurants and on mobile phones and avoiding inadvertent disclosure of Confidential Information through the use of laptop computers or other similar electronic devices in public places.
10.3 Whenever feasible, Company Individuals should consult an appropriate supervisor if they believe they have a legal obligation to disclose Confidential Information.
10.4 Generally, no Company Individual shall:
10.4.1 Use Confidential Information for his or her own personal benefit or to benefit persons or entities outside the Company; and
10.4.2 Disclose Confidential Information outside the Company, either during or after his or her service as a Company Individual of the Company, except as required conducting the Company’s business or as may be otherwise required by law.
11. Fair Dealing / Equal Opportunity / Discrimination
11.1 AllCompanyIndividualsmusttreattheCompany’scustomers, suppliers, competitors, creditors, directors, officers, and employees fairly and with respect. No Company Individual may take unfair advantage of anyone dealing or involved with the Company through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair dealing practice.
11.2 It is the practice of the Company to employ positive business and personnel practices designed to ensure the full realization of equal employment opportunity. Furthermore, it is expected that all employees, contractors, officers, and directors accomplish their work in a business-like manner with a concern for the well-being of their co- workers. All Company Individuals have the right to pursue their careers at the Company free from harassment and free from discrimination based on any ground prohibited by law, including race, color, ancestry, place of origin, political belief, religion, marital status, family status, physical or mental disability, sex, sexual orientation, or age. Any employee, officer, or director who experiences harassment should bring it to the attention of their supervisor or the CFO.
12. Health and Safety
12.1 The Company seeks to provide a clean, safe and healthy place to work. All Company Individuals are expected to observe all safety rules and practices and to follow instructions concerning safe work practices.
13. Protection and Proper Use of Company Assets
13.1 All Company Individuals must perform their duties in a manner that protects the Company’s assets and resources and ensures their efficient use. Company assets may only be used for legitimate Company business purposes and not for personal benefit or gain. Assets” include equipment, inventory, supplies and intellectual property. The following are examples of prohibited personal use of company assets. This is not intended to be an exhaustive list:
13.1.1 Removal of Company property for personal use;
13.1.2 Unauthorized use of Company equipment, vehicles or residences; and
13.1.3 Unauthorized copying of software, tapes, books, and other legally protected work.
13.2 All Company Individuals must comply with security procedures in place to protect Company assets.
14. Accuracy of Business Records
14. Honest and accurate recording and reporting of information is extremely important. Investors rely on the Company to provide accurate information about it and its affiliates and to make responsible business decisions based on reliable records. All books, records and accounts must accurately reflect transactions and events, and all financial records must conform to Canadian generally accepted accounting principles, international financial reporting standards and to the Company’s internal control systems. Undisclosed or unrecorded funds or assets are not allowed. No entry may be made that intentionally hides or disguises the true nature of any transaction.
15.1 The Audit Committee of the Board is responsible for establishing procedures for the receipt, retention, and treatment of complaints regarding accounting, internal accounting controls, or auditing matters. All Company Individuals are encouraged to report violations of this Code in accordance with the procedures described in the Company's Whistleblower Policy.
16. Competitive Information
16.1 Information about competitors, customers and suppliers is a valuable asset in the competitive markets in which the Company operates. The Company will obtain this information legally. Theft of proprietary information, inducing disclosures by a competitor’s past or present employees and any actions that could create an appearance of an improper agreement in respect of competitors is prohibited. Any Company Individual who is authorized to retain a consultant to gather competitive information must take steps to ensure that the consultant adheres to these policies. When in doubt about the propriety of any information-gathering technique or about whether a competitor, supplier, or other external contact has provided Confidential Information, a Company Individual should contact an appropriate supervisor or the Audit Committee Chairman.
17.1 ThisCodemaybeamendedbytheBoard,subjecttothedisclosure and other provisions of applicable corporate securities legislation and stock exchange rule.
18. Waiver of the Code of Business Conduct and Ethics
18.1 Violations of the Code of Business Conduct and Ethics will be referred to the Corporate Governance Committee who has discretion to waive violations, where deemed appropriate.
Amended and approved by the Board on August 27, 2018
Compensation Committee Charter
(As of August 27, 2018)
1. Overall Role and Responsibility
1. Overall Role and Responsibility
1.1 The Compensation Committee (the Committee) is appointed by the Board of Directors (the Board) of Life360 Innovations Holdings Inc. (the Company) to assist the Board in its oversight role with:
1.1.1 The Company’s global human resources strategy, policies and programs; and
1.1.2 All matters relating to proper utilization of human resources within the Company, with special focus on management succession, development and compensation.
2. Membership and Meetings
2.1 The Committee shall consist of three (3) or more Directors appointed by the Board, all of whom shall be independent and unrelated to the Company and as such shall not be officers (other than a non- executive Chairman or Corporate Secretary who is not an employee of the Company) or employees of the Company or any of the Company’s affiliates.
2.2 Each of the members of the Committee shall satisfy the applicable independence and experience requirements of the laws governing the Company, the applicable stock exchanges on which the Company’s securities are listed and applicable securities regulatory authorities.
2.3 The Board shall designate one (1) member of the Committee as the Committee Chair. Members of the Committee shall serve at the pleasure of the Board for such term or terms as the Board may determine.
3. Structure and Operations
3.1 The affirmative vote of a majority of the members of the Committee participating in any meeting of the Committee is necessary for the adoption of any resolution.
3.2 The Committee shall meet as often as required, but not less frequently than annually. The Committee shall report to the Board on its activities after each of its meetings.
3.3 The Committee shall review and assess the adequacy of this Charter periodically and, where necessary, will recommend changes to the Board for its approval.
4. Specific Duties
4.1 Succession and Review
4.1.1 Review succession and leadership plans make appropriate recommendations to the Board periodically regarding the remuneration of the Company’s Chief Executive Officer (CEO) and Senior Officers.
4.1.2 The term Senior Officers shall mean the Company’s Chief Financial Officer (CFO), Chief Operating Officer (COO), Chief Legal Counsel, Chief Medical Officer (CMO), Chief Technical Officer, and other officers as the Board may designate from time to time.
4.1.3 Review periodically the assessment of the performance of Senior Officers as provided to the Committee by the CEO.
4.2.1 Establish an overall compensation policy for the Company and monitor its implementation, with special attention devoted to the executive group.
4.2.2 Review and make recommendations to the Board periodically regarding the Company’s remuneration and compensation policies, including short-and long-term incentive compensation plans and equity-based plans, bonus plans, pension plans, executive stock option plans and grants and benefit plans (including group life and health program).
4.2.3 Review and recommend to the Board all compensation arrangements with the CEO.
4.2.4 Review and approve periodically all compensation arrangements with the senior executives of the Company.
4.2.5 Review and make recommendations to the Board regarding Board compensation.
4.2.6 Review the executive compensation sections disclosed in the annual Information Circular distributed to shareholders.
4.2.7 Exercise such other powers and perform such other duties and responsibilities as are incidental to the purposes, duties and responsibilities specified herein and as may from time to time be delegated to the Committee by the Board, including but not limited to administration of the 0884543 B. C. Ltd. Stock Option Plan.
5. Independent Advisors
5.1 The Committee shall have the authority to retain such independent advisors as it may deem necessary or advisable for its purposes. The reasonable expenses related to such engagement, as determined by the Committee in its discretion, shall be funded by the Company.
Amended and approved by the Board on August 27, 2018
Nominating & Corporate Governance Committee Charter
(As of August 27, 2018)
1.1 The Nominating & Corporate Governance Committee (the Committee) of Life360 Innovations Holdings Inc. (the Company) shall assist the Board of Directors (the Board and each member thereof a Director) in fulfilling its governance and oversight responsibilities. The Committee’s primary duties and responsibilities are to:
1.1.1 Identify individuals qualified to become Board and Board Committee members and recommend that the Board select Director nominees for appointment or election to the Board; and
1.1.2 Develop and recommend to the Board corporate governance guidelines for the Company and make recommendations to the Board with respect to corporate governance practices.
2.1 The Committee shall consist of three (3) or more Directors as determined by the Board, each of whom shall satisfy the laws governing the Company and the independence requirements of applicable securities laws, stock exchange and any other regulatory requirements.
2.2 The members of the Committee shall be appointed by the Board. All members shall have a working familiarity with corporate governance practices. A majority of the members of the Committee shall constitute a quorum. A majority of the members of the Committee shall be empowered to act on behalf of the Committee. The Committee may form and delegate authority to subcommittee when appropriate.
3.1 The Committee shall meet as many times as the Committee deems necessary to carry out its duties effectively, but not less frequently than once per year.
3.2 The Committee shall be chaired by a Director appointed by the Board who has the specific responsibility to ensure the independence of the Committee in the discharge of its responsibilities. As chair, the Director will preside at each meeting of the Committee and, in consultation with the other members of the Committee, shall set the frequency and length of each meeting and the agenda of items to be addressed at each upcoming meeting.
3.3 The chair of the Committee shall ensure that the agenda for each upcoming meeting of the Committee is circulated to each member of the Committee and to the other Directors in advance of such meeting.
4. Authority and Responsibilities
4.1 To fulfill its responsibilities, the Committee shall:
4.1.1 Examine the size and composition of the Board and recommend adjustments from time to time to ensure that the Board is of a size and composition that facilitates effective decision making.
4.1.2 Identify and assess the necessary and desirable competencies and characteristics for Board membership and regularly, but not less than annually, assess the extent to which those competencies and characteristics are represented on the Board.
4.1.3 Identify individuals qualified to become members of the Board.
4.1.4 Make recommendations to the Board for the appointment or election of Director nominees.
4.1.5 Make recommendations to the Board with respect to membership on committees of the Board (other than the Committee).
4.1.6 Make recommendations to the Board with respect to potential successors to the Chief Executive Officer (CEO).
4.1.7 Ensure that the Board has appropriate structures and procedures so that the Board can function with the proper degree of independence from management.
4.1.8 Provide a forum without management present to receive expressions of concern, including a concern regarding the independence of the Board from management.
4.1.9 Assess the independence of the independent non-executive Directors.
4.1.10 Make recommendations, from time to time, to the Board with respect to the continuing education programs of Board members.
4.1.11 Ensure succession plans are in place to maintain an appropriate balance of skills on the Board and periodically review those plans.
4.1.12 Recommend the removal of Directors for cause.
4.1.13 Oversee the execution of a process which requires the Board and each of its standing Committees to self-assess the performance and effectiveness of the Board, or such committee, as applicable, and of individual Directors, and report annually to the Board on such assessments.
4.1.14 Prepare and recommend to the Board the corporate governance policies and procedures for the Company. Review practices and procedures of the Board in light of ongoing developments in securities law, stock exchanges and regulatory requirements, and industry best practices relating to matters of corporate governance. Review and reassess the adequacy of the Company’s corporate governance policies, practices and procedures annually and recommend to the Board any changes deemed appropriate by the Committee.
4.1.15 Review any proposed changes to the Company’s articles and by-laws as such documents relate to corporate governance matters.
4.1.16 Review and monitor the Company’s policies and practices on compliance, and ensure systems are in place to verify compliance with legal, regulatory, corporate governance and disclosure requirements.
4.1.17 Fulfill the Committee’s role in assisting the board in dealing with conflict of interest issues as contemplated by the Company’s Code of Business Conduct and Ethics.
4.1.18 Perform any other activities consistent with this Charter, the Company’s articles and by-laws and governing laws as the Committee or the Board deems appropriate.
5.1 The Committee shall have the ability to engage external advisors as it sees fit, including:
5.1.1 The sole authority to determine the extent of funding necessary for payment of compensation to any search firm and the authority to determine the extent of funding necessary for payment of compensation to any other professionals retained to advise the Committee; and
5.1.2 The sole authority to retain and terminate a search firm to be used to identify Director candidates and the authority to retain other professionals to assist it with any background checks.
6. Appointing New Directors
6.1 In fulfilling its responsibilities to identify individuals qualified to become members of the Board, the Committee will consider:
6.1.1 The independence of each nominee;
6.1.2 The experience and background of each nominee;
6.1.3 The appropriate balance of skills for the Board and its committees to meet their respective mandates;
6.1.4 The skills and experience of Directors being considered for re-election;
6.1.5 Applicable regulatory requirements; and
6.1.6 Such other criteria as may be established by the Board or the Committee from time to time.
6.2 Nominees will be considered on the basis of merit and suitably extensive enquiries should be made to find appropriate candidates. The Committee’s duties in this regard include the following:
6.2.1 Regularly assessing and identifying the necessary and desirable skills, experience and knowledge for board members;
6.2.2 Regularly assessing and identifying the skills, experience and knowledge represented on the board and those desired;
6.2.3 Regularly assessing and determining the time commitment needed from each board member to adequately perform his or her duties;
6.2.4 Making suitable inquiries of others (which may include professional executive search and recruitment consultants) for candidates;
6.2.5 Interviewing each candidate and conducting background and reference checks; and
6.2.6 Ensuring that each candidate has the necessary skills, experience and knowledge to perform his or her duties and responsibilities as a Director and is able to devote the time necessary to perform those duties and responsibilities.
Amended and approved by the Board on August 27, 2018
(As of August 27, 2018)
1.1 As a company has the potential to be a reporting and/or publicly traded entity, the integrity and accountability of the financial, administrative and management practices of Life360 Innovations Holdings Inc. (the Company) and the Company’s wholly or partially owned subsidiaries are critical. These financial, administrative and management practices guide the decisions of the Company’s Board of Directors (the Board) and are relied upon by investors of the Company and the financial markets. For these reasons, it is critical for the Company to maintain a workplace where concerns regarding questionable business practices can be raised without fear of any discrimination, retaliation or harassment. This Whistleblower Policy (the Policy) sets out the Company’s framework for maintaining an effective workplace.
2.1 All directors, officers and employees are encouraged to promptly report either orally or in writing to their immediate supervisor, all evidence of activity by the Company department, director, officer or employee that may constitute any of the following:
2.1.1 Questionable accounting practices;
2.1.2 Inadequate accounting controls;
2.1.3 The misleading or coercion of auditors;
2.1.4 Disclosure of fraudulent or misleading financial information;
2.1.5 Instances of corporate fraud; and
2.1.6 Activities in violation of anti-corruption laws.
2.2 In instances where a satisfactory response is not received from your immediate supervisor, or if you are uncomfortable addressing your concerns to your supervisor, you may contact any senior officer of the Company.
2.3 In instances where a satisfactory response is not received from such senior officer, or if you are uncomfortable addressing your concerns to a senior officer, the Chairman of the Audit Committee of the Board may be contacted by mail, telephone, fax or email as follows:
Robert Gayton Chairman, Audit Committee Life360 Innovations Holdings Inc.
Suite 250 - 1075 West Georgia Street Vancouver, V6CE 3C9
Phone: +1 604 638 2494
Mobile: +1 604 307 8558
2.4 Anonymous written or telephone communications will be accepted.
2.5 Complainants are encouraged to provide as much specific information as possible including names, dates, places and events that took place, the employee's or consultant's perception of why the incident(s) may constitute any of the activities described above, and what action the employee recommends be taken.
2.6 All complaints under this Policy will be promptly and thoroughly investigated, and all information disclosed during the course of the investigation will remain confidential, except as necessary to conduct the investigation and take any remedial action and subject to applicable law.
2.7 All reports made to supervisors and senior officers in respect of matters specifically covered by this Policy will be reported to the Audit Committee of the Board.
2.8 Any individual who in good faith reports such activities described above will be protected from threats of retaliation, harassment, discharge, or other types of discrimination including but not limited to those respecting compensation or terms and conditions of employment, that are directly related to such reports. If any such individual believes they have been unfairly or unlawfully retaliated against in respect of a report made by such individual under this Policy, they may file a complaint with their supervisor or with a senior officer in instances where they are uncomfortable filing the complaint with their supervisor. If such a person is uncomfortable filing the complaint with a supervisor or any senior officer, they may file their complaint with the Chairman of the Audit Committee of the Board. The Company reserves the right to discipline any individual who makes an accusation without a reasonable, good faith belief in the truth and accuracy of the information or who knowingly provides false information or makes false accusations, and such discipline may result in the removal of a director, or the termination of an officer or employee and, if warranted, legal proceedings.
2.9 All directors, officers, employees and consultants have a duty to co- operate in an investigation. Should an employee or consultant fail to cooperate or provides false information in an investigation, the Company will take effective remedial action commensurate with the severity of the offense. This action may include disciplinary measures up to and including the removal of a director, or the termination of an officer or employee and, if warranted, legal proceedings.