Lead Director
SUPERIOR PLUS Corp.

Core Function

The Lead Director works closely with and in an advisory capacity to the Chairman and CEO. His primary focus is to be satisfied that the Board of Directors (the “Board”) is organized properly, functions effectively and operates independently of management.

Responsibilities

The Lead Directors’ duties, responsibilities and obligations include, but are not limited to, the following. The Lead Director shall:

1. be satisfied that the Board operates independently of management and is alert to its obligations to the Corporation and its stakeholders;
2. be satisfied that the Corporation and the Board meet their obligations and responsibilities relating to corporate governance matters;
3. in conjunction with the Chairman and CEO and the relevant committees of the Board, review and assess director attendance, performance, compensation and the size and composition of the Board and its committees;
4. in consultation with the Chairman and CEO, establish the frequency of Board meetings and reviews such frequency from time to time, as considered appropriate or as requested by the Board;
5. assist the Chairman and CEO in setting Board meeting agendas;
6. maintain a liaison and communication with all members of the Board and the committee chairs to co-ordinate input from all members of the Board, and optimize the effectiveness of the Board and its committees;
7. be satisfied that the Board receives adequate and regular updates from the Chairman and CEO;
8. in collaboration with the Chairman and CEO, be satisfied that information required or requested by the Board, individual members, or committees of the Board is provided to directors on a timely basis and meets their needs;
9. review conflict of interest issues with respect to members of the Board as they arise;
10. chair the Corporate Governance and Nominating Committee of the Board; and
11. chair in camera meetings of the Board, without management and non-independent directors present, at every Board meeting.

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