Wi-LAN Inc. (WiLAN) is committed to implementing strong and effective corporate governance to meet our legal requirements, as well as to serve the best interest of our shareholders. As governance practices continue to evolve, WiLAN periodically reviews, evaluates and enhances its governance program.

The following Corporate Governance Guidelines provide the framework for the governance of WiLAN. It is of critical importance to Wi-LAN Inc. and its investors, that the Company’s financial results reflect fairly the results of its operations, financial position and cash flows. WiLAN is diligent in maintaining its financial accounting policies, which comply fully with requirements of Canadian Generally Accepted Accounting Principles (GAAP), and for reporting results with objectivity and integrity. WiLAN is committed to providing financial information that is transparent, timely, complete, relevant and accurate.

Along with WiLAN’s commitment to excellence comes significant responsibility to conduct its self in a fair, ethical and legal manner at every level of the organization and at every location where we do business. Sound principles of corporate governance are critical to achieving this goal of corporate excellence.

WiLAN promotes good corporate governance and ethics through a number of policies, procedures and practices, including:

Business Conduct and Ethics

Wi-LAN Inc. conducts its business in strict compliance with both the letter and spirit of all applicable laws and in full adherence with the highest standards of business integrity and ethics. Ethical business conduct as described in this Code of Business Conduct and Ethics is part of all our dealings with our colleagues, customers, suppliers, licensors, licensees, investors and the general public.

Code of Business Conduct and Ethics

Corporate Governance Guidelines

The Corporate Governance Guidelines summarize corporate governance processes and guidelines to assist the Board in following corporate practices that serve the best interests of WiLAN and our shareholders.

Board of Directors

WiLAN’s Board of Directors consists of seven members. Board independence is established through the non-executive Independant Lead Director and through the Board's three standing committees: Audit Committee; Compensation Committee; and, Corporate Governance & Nominating Committee, each of which is comprised of either a majority or entirely of independent directors.

Board of Directors Mandate

Committees of the Board of Directors

WiLAN has three committees within its Board of Directors:

Audit Committee

The primary purpose of the Audit Committee is to oversee the accounting, financial reporting and internal control processes of WiLAN and the independent audit of the financial statements of WiLAN. The Audit Committee holds regular meetings that coincide with full Board meetings to discuss financial, accounting, reporting, audit and others.

Audit Committee Charter
Compensation Committee

The purpose of the Compensation Committee is to discharge the responsibilities of the Company's Board relating to compensation of WiLAN’s executives and staff. The Committee determines compensation for all of WiLAN’s senior officers and provides guidance to management on general compensation matters. The Committee holds meetings as required that coincide with full Board meetings. The Committee also works closely with WiLAN’s management on its employee stock option program, seeking to balance the trade-off between attracting, retaining and rewarding a high-performing work force and shareholder dilution.

Compensation Committee Charter
Governance And Nominating Committee

The purpose of the Governance And Nominating Committee is to: a) advise and make recommendations to the Board on matters concerning corporate governance; b) review potential or actual conflicts of interest involving members of the Board; c) help identify, evaluate and recruit potential new Board members, and; d) provide information about potential nominees for the full Board to consider. In addition, the Committee oversees the review of Board and committee performance, as well as reviews and recommends governance practices. The Committee typically holds meetings as required that coincide with full Board meetings.

Governance And Nominating Committee Charter