Committees of the Board

---

Descartes' Board of Directors maintains four committees to assist it in discharging its oversight responsibilities: an Audit Committee, a Corporate Governance Committee, a Compensation Committee and a Nominating Committee. Each of these committees has adopted a committee charter which is reviewed annually.

Committee Charters

• Audit Committee
• Corporate Governance Committee
• Compensation Committee
• Nominating Committee

Chair:	Additional Members:
John J. Walker CPA, CGMA, BS Wyckoff, New Jersey, U.S.A.	Deborah Close BA, Corporate Director. Calgary, Alberta, Canada Eric Demirian BBM, CGA, CA President & CEO – Parklea Capital Inc.    Toronto, Ontario, Canada.

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.  Read The Audit Committee's Charter here.

Chair:	Additional Members:
Deborah Close BA Corporate Director - Calgary, Alberta, Canada	David Beatson Chief Executive Officer – Ascent Advisors, LLC, San Francisco, California, USA Jane O'Hagan BA (Hons.) Corporate Director - Calgary, Alberta, Canada. Dennis Maple President of First Student, Inc - Cincinnati, Ohio, USA

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.

Read The Compensation Committee's Charter here.

Chair:	Additional Members:
Jane O'Hagan BA (Hons.) Corporate Director – Calgary, Alberta, Canada	Eric Demirian BBM, CGA, CPA, CA President & CEO – Parklea Capital Inc. Toronto, Ontario, Canada John J. Walker CPA, CGMA, BS Wyck off, New Jersey, USA

The Corporate Governance Committee is primarily responsible for overseeing Descartes' corporate governance policies and activities. They review and maintain the Board of Directors governing documents in compliance with the Code of Business Conduct and Ethics. 

Read The Corporate Governance Committee's Charter here.

Chair:	Additional Members:
David Beatson Chief Executive Officer – Ascent Advisors, LLC, San Francisco, California, USA	John J. Walker CPA, CGMA, BS Wyckoff, New Jersey, USA Jane O'Hagan BA (Hons.) Corporate Director - Calgary, Alberta, Canada Dennis Maple President of First Student, Inc. Cincinnati, Ohio 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.

Read The Nominating Committee's Charter here.