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Committees of the Board

Audit Committee

Chair:

Eric Demirian
B.BM., C.G.A., C.A.

President & CEO – Parklea Capital Inc.
Toronto, Ontario, Canada

Members:

David Beatson

Chief Executive Officer – GlobalWare Solutions
Boston, Massachusetts, USA

John J. Walker
C.A.

The primary functions of the Audit Committee are to oversee the accounting and financial reporting practices of the Company and the audits of the Company's financial statements, including assisting the Board in fulfilling its responsibilities in reviewing: financial disclosures and internal controls over financial reporting; monitoring the system of internal control; monitoring the Company's compliance with Applicable Requirements; selecting the auditors for shareholder approval; reviewing the qualifications, independence and performance of the auditors; and reviewing the qualifications, independence and performance of the Company's financial management.

The Audit Committee has established this Pre-Approval Policy and Procedure for Engagements of the Independent Auditor as of March 2, 2005.

Compensation Committee

Chair:

David Anderson
B.A., Ph.D.

Managing Director – Supply Chain Ventures LLC
Biddeford, Maine, USA

Members:

David Beatson

Chief Executive Officer- GlobalWare Solutions
Boston, Massachusetts, USA

Stephen Watt
B.Sc., M. Math, Ph. D.

Professor – Department of Computer Science
University of Western Ontario, Canada

The Compensation Committee is appointed by the Board of Directors to discharge the Board's duties and responsibilities relating to the compensation of the Company's Chief Executive Officer and senior management, as well as to review the human resource policies and practices that cover the Company's employees.

Corporate Governance Committee

Chair:

Stephen Watt
B.Sc., M. Math, Ph. D.

Professor – Department of Computer Science
University of Western Ontario, Canada

Members:

Eric Demirian
B.BM., C.G.A., C.A.

President & CEO – Parklea Capital Inc.
Toronto, Ontario, Canada

Chris Hewat
LL.B., M.B.A.

Partner – Blake, Cassels & Graydon LLP
Toronto, Ontario, Canada

The Corporate Governance Committee is primarily responsible for:

  • Overseeing Descartes' corporate governance policies and activities.
  • Maintaining the Board of Directors governing documents.
  • Reviewing compliance with the Code of Business Conduct and Ethics.

Nominating Committee

Chair:

Stephen M. Watt,
B.Sc., M. Math, Ph. D.

Professor – Department of Computer Science
University of Western Ontario, Canada

Members:

Eric Demirian
B.BM., C.G.A., C.A.

President & CEO – Parklea Capital Inc.
Toronto, Ontario, Canada

David Beatson

Chief Executive Officer – GlobalWare Solutions
Boston, Massachusetts, USA

The primary function of the Nominating Committee is to assist the Board of Directors in identifying, recruiting and nominating suitable candidates to serve on the Board of Directors.

Shareholder Feedback

Submit shareholder questions or comments about The Descartes Systems Group Inc. to the Board of Directors.

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Submit questions or feedback to the Descartes Compensation Committee

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