Corporate Governances

CORPORATE GOVERNANCE TERMS OF REFERENCE
BRILLIANT SANDS INCORPORATED
(the “Corporation”)

Corporate governance matters:

(a) In consultation with the Corporation’s counsel, preparing the Corporation’s response to applicable securities laws or stock exchange rules when required, and explaining as required any differences between the Corporation’s governance system and policies and the recommended governance standards by securities regulators;

(b) Developing and monitoring the Corporation’s general approach to corporate governance issues as they may arise;

(c) Proposing changes as necessary from time to time to respond to particular governance recommendations or guidelines from regulatory authorities and ensuring that all appropriate or necessary governance systems remain in place and are periodically reviewed for effectiveness;

(d) Ensuring that all members of the Board have been informed of and are aware of their duties and responsibilities as a Director of the Corporation;

(e) Ensuring that the Corporation has in effect adequate policies and procedures to allow the Corporation to meet all of its corporate requirements;

(f) Ensuring that the Corporation has in effect adequate policies and procedures to identify and manage the principal risks of the Corporation’s business;

(g) Developing and monitoring the Corporation’s policies relating to trading in securities of the Corporation by insiders as well as corporate disclosure and confidentiality;

(h) Annually reviewing areas of potential personal liability of Directors and ensuring reasonable protective measures are in place;

(i) Causing the Board to annually review its definition of an “unrelated” or “outside” Director;

(j) Annually reviewing the mandate of the President, CEO, CFO or Board of Directors, if any; and

(k) Periodically considering the need for special policies of the Corporation, initiated by the Board of Directors, in unique or emerging policy areas such as corporate ethics, gender equality, sexual harassment, or environmental practices.

In respect of compensation matters:

(a) Compensation policies and guidelines for supervisory and management personnel of the parent and subsidiary companies;

(b) Corporate benefits;

(c) Bonuses and other incentives, including stock options;

(d) Evaluation of the performance and compensation of the officers;

(e) Compensation levels for members of the Board of Directors, as well as for Board committee membership;

(f) Succession plan for the officers and for key employees of the Corporation; and

(g) Any material changes or trends in human resources policy, procedure, compensation and benefits.

frac-sand-miningr

We believe that we are positioned to become a significant Frac Sand producer and supplier in Canada. Quarries in Canada will be reliable sources of extraordinary quality sand offering exceptional properties in sphericity, conductivity, structural integrity, and crush strength. With top tier quality sand and a definite logistic & transportation advantage in Canada, We believe that our properties will provide a long needed market solution to degraded imported sand products.