Governance

Board of Directors

The Board of Directors of Graphite One Resources Inc. (the “Company”) is presently comprised of five directors (the "Board").  All directors with the exception of Mr. Doug Smith and Mr. Anthony Huston are considered independent.  The two formal board committees are the Audit Committee and the Compensation Committee, which make recommendations to the Board.  Two of the three Audit Committee members and all of the Compensation Committee members are considered independent.  All other board matters, including governance, board nominations and safety, health & environment, are dealt with by the Board.  The Executive Chairman directs the agenda of the Board.  The Board meets formally at least four times per year and conducts numerous formal and informal meetings by telephone and email correspondence.  The Board reviews and approves all information released to the public by the Company.

The directors must, subject to the Business Corporations Act (British Columbia) (the “BCBCA”) and the articles of the Company, manage or supervise the management of the business and affairs of the Company and have the authority to exercise all such powers of the Company not required to be exercised by the shareholders of the Company in accordance with the BCBCA or articles of the Company.

A director or senior officer of the Company who holds or possesses any property, right or interest that could result, directly or indirectly, in the creation of a duty or interest that materially conflicts with that individual’s duty or interest as a director or senior officer, must disclose the nature and extent of the conflict as required by the BCBCA.  Guided by the BCBCA and the articles of the Company, the Executive Chairman will determine the degree of input of that director or senior officer into the board’s dealings with the conflicted matter.