Governance and Related Documents

Quarterhill's governance program provides the framework for good corporate governance. It is vital to Quarterhill and its investors that the company's financial results fairly reflect the results of its operations, financial position and cash flows. Quarterhill is diligent in maintaining its financial accounting policies and reporting results with objectivity and integrity. Quarterhill is committed to providing financial information that is transparent, timely, complete, relevant and accurate.

Quarterhill's commitment to excellence means conducting business in a fair, ethical and legal manner at every level of the organization and everywhere we do business. Sound principles of corporate governance are critical to achieving this goal of corporate excellence.

Quarterhill promotes good corporate governance through a number of policies, procedures and practices. Quarterhill has adopted a "Majority Voting Policy" whereby any nominee in an uncontested election who received from the Common Shares voted in that election in person or by proxy a greater number of Common Shares withheld from voting than Common Shares voted in favour of his or her election, is expected to immediately tender his or her resignation to the Board, to take effect upon acceptance by the Board. The Board will consider any such resignation and, within 90 days of receiving any such resignation, disclose by press release its decision whether to accept any such resignation and the reasons for its decision.