Code of Business Conduct

Poseidon Concepts Corp. values its reputation as an honest, ethical, high-quality service-provider, company, employer and partner. As such, it is to the benefit of shareholders, officers, employees, contractors and partners that the Company adhere to and uphold high ethical values on a day-to-day basis. Poseidon will adhere to the highest ethical standards in all of its business activities, and all of the Company’s directors, officers, employees and consultants are expected to maintain these standards. Poseidon’s directors, officers, employees and consultants are expected to deal fairly with the Company’s security holders, customers, suppliers and competitors.

Committees of the Board of Directors – Roles and Responsibilities

Audit Committee

The Audit Committee shall assist the Board of Directors in its oversight role with respect to:

• The quality and integrity of financial information;
• The independent auditors’ performance, qualifications and independence;
• The performance of the Corporation’s internal audit function, if applicable; and
• The Corporation’s compliance with legal and regulatory requirements.

Compensation Committee

The Compensation Committee shall assist the Board of Directors in its oversight role with respect to:

• The Corporation’s human resources strategy, policies and programs; and
• All matters relating to proper utilization of human resources within the Corporation, with special focus on management succession, development and compensation.

Corporate Governance Committee

The Corporate Governance Committee shall assist the Board of Directors in its oversight role with respect to:

• The development of the Corporation’s corporate governance policies, practices and processes;
• The effectiveness of the Board of Directors and its committees; and
• The contributions of individual Directors.