Board of Directors

The current mandate set for our Board of Directors is to supervise the management of the business and affairs of the Corporation and to act with a view to the best interests of the Corporation. In fulfilling its mandate, the Board of Directors, among other matters, is responsible for:

• Reviewing, at the beginning of each fiscal year, the business plan and financial goals of the Corporation as well as longer term strategic plans prepared and elaborated by Management and, throughout the year, monitoring the achievement of the objectives set;
• Ensuring that it is properly informed, on a timely basis, of all important issues and developments involving the Corporation and its business environment;
• Ensuring the implementation of appropriate systems or plans to manage the important issues and developments involving the Corporation;
• Overseeing the Corporation's strategic direction; and
• Appointing senior Management and monitoring key executive performance and business results.

Code of Business Conduct & Ethics

To read the complete Board of Directors Mandate, go to:

http://www.descartes.com/resources/investors/governance/
board_mandate.pdf

The Chief Executive Officer shall have general supervision over the business and affairs of the Company and shall lead the implementation of the resolutions and policies of the Company’s Board of Directors.

To read the complete role description for the Chief Executive Officer, go to:

http://www.descartes.com/resources/investors/governance/
ceo_role_description.pdf

Arthur Mesher

Chief Executive Officer
Waterloo, Ontario, Canada

Mr. Mesher is the Chief Executive Officer of the Corporation. Mr. Mesher first joined the Corporation in 1998 as Executive Vice-President, Strategic Development. Before joining Descartes, Mr. Mesher launched Integrated Logistics Strategies Services for the Gartner Group, building the practice into a leading advisor to major global corporations. Prior to Gartner, Mr. Mesher was president of Advanced Logistics Research, where he helped numerous multinational companies develop and deploy emerging technology-based supply chain strategies.

The Chairman of the Board of Directors shall facilitate the operations and deliberations of the Board and the satisfaction of the Board's functions and responsibilities under its mandate.

To read the complete role description for the Chairman of the Board, go to:

http://www.descartes.com/resources/investors/governance/
chairman_role_description.pdf

J. Ian Giffen, C.A.

Director
Corel Corporation, MKS, RuggedCom Inc.
Unionville, Ontario, Canada

Chairman of the Board
Chair of the Audit Committee
Member of the Corporate Governance Committee
Member of the Nominating Committee

Mr. Giffen is a chartered accountant with an extensive technology background. Since 1996 he has acted as a senior advisor and board member to software companies and technology investment funds. From 1992 to 1996, Mr. Giffen was vice president and chief financial officer at Alias Research Inc., a developer of 3D software, which was sold to Silicon Graphics Inc. Mr. Giffen is currently a director of Corel Corporation, MKS, and RuggedCom Inc. Mr. Giffen has been a member of the Board of Directors at Descartes since March 2004.

David I. Beatson

Chief Executive Officer, GlobalWare Solutions
Hillsborough, California, U.S.A.

Member of the Audit Committee
Chair of the Compensation Committee

Mr. Beatson is currently the CEO of GlobalWare Solutions, a full-service provider of supply chain management solutions with operations in North America, Europe and Asia. Mr. Beatson has over 30 years of senior executive experience in the global supply chain, logistics and transportation industry with Panalpina North America Inc., Emery Worldwide, Circle International Group Inc., American Airlines and Northwest Airlines.  Most recently, he served as the Principal and Founder of Ascent Advisors, LLC – a strategic advisory firm that provides industry consulting and M&A advice to private equity and venture capital firms, and strategic advisory services to corporations in the transportation, logistics and supply chain industry. Mr. David Beatson earned his B.S. in Business Administration from The Ohio State University and an MBA with a concentration in Finance and Marketing from the University of Cincinnati. He joined Descartes' Board of Directors in March, 2006.

Michael Cardiff

Chief Executive Officer, Accelerents Inc.
Toronto, Ontario, Canada

Mr. Cardiff is the Chief Executive Officer of Accelerents Inc., a strategic consulting company focusing on mergers, acquisitions, sales and marketing. Accelerents' clients include Imperial Capital Corporation, a Toronto-based merchant bank, where Mr. Cardiff has led their acquisition strategy in the technology sector. Prior to his role at Imperial Capital, Mr. Cardiff was President and CEO at Inea Corporation, a provider of business performance management software for financial institutions; President and CEO of Fincentric Corporation, a software provider for global financial institutions; and Executive Vice President of business and technology solution provider EDS Canada Inc.

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

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

Member of the Corporate Governance Committee

Mr. Hewat is a partner in the law firm of Blake, Cassels & Graydon LLP, having joined the firm in 1987. Mr. Hewat's practice consists of advising companies and investment dealers with respect to securities and business law matters, with particular focus on private and public offerings of securities, mergers and acquisitions, and securities regulatory requirements. Mr. Hewat has served as a director of a number of private and public companies, and is a director of The Arthritis Society, Ontario Division. Mr. Hewat has been a member of the Board of Directors at Descartes since 2000.

Olivier Sermet

San Francisco, California, U.S.A.

Member of the Audit Committee
Member of the Compensation Committee
Member of the Nominating Committee

Mr. Sermet was previously CEO and President of Softface, Inc. for four years from 2000 until its sale to Ariba, Inc. in April 2004. Prior to his role at Softface, Mr. Sermet was Senior Vice-President of Worldwide Field Operations for OnDisplay, Inc. from 1996, through its initial public offering in 1999 and eventual sale to Vignette Corporation in 2000. Prior to OnDisplay, Mr. Sermet was Vice-President and General Manager for the western half of the U.S. and Canada for Dun and Bradstreet Software, Inc. Mr. Sermet is currently a limited partner with venture capital firms Northwest Venture Associates and Matrix Partners.

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

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

Member of the Compensation Committee
Chair of the Corporate Governance Committee
Chair of the Nominating Committee

Dr. Watt is a professor of Computer Science at the University of Western Ontario and served as Chair of the Computer Science Department from 1997-2002. Prior to joining the faculty at the University of Western Ontario, Dr. Watt was a member of the research staff at the IBM T.J. Watson Research Center (USA) and a professor at the University of Nice (France).

Dr. Watt's areas of research include computer algebra, compiler implementation, pen-based computing and XML technologies. Dr. Watt also serves as a director of Waterloo Maple Inc., of The Fields Institute for Research in Mathematical Sciences and as the director of the Ontario Research Center for Computer Algebra. Dr. Watt has received several research awards, including the 1999 Ontario Premier's Research Excellence Award and the 2002 Distinguished Research Professorship from the University of Western Ontario. Dr. Watt was appointed Chairman of the Board of Directors for Descartes in September 2003 and has served on the board since 2001.