Daylight Corporate Governance

The Board of Directors of Daylight Energy is responsible for the stewardship of the company. In discharging its responsibility, the Board will exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances and will act honestly and in good faith with a view to the best interests of the company. In general terms, the Board will:

• in consultation with the chief executive officer of Daylight, define the principal objectives of the company;
• supervise the management of the business and affairs of the company with the goal of achieving Daylight's principal objectives as defined by the Board;
• discharge the duties imposed on the Board by applicable laws; and
• for the purpose of carrying out the foregoing responsibilities, take all such actions as the Board deems necessary or appropriate.

Board of Directors Mandate for Integrity/Corporate Conduct

• The Board establishes a communications policy or policies to ensure that a system for communications to all stakeholders exists, including processes for consistent, transparent, regular and timely public disclosure, and to facilitate feedback from stakeholders;
• The Board approves a Code of Business Conduct and Ethics ("Code") for directors, officers, employees, contractors and consultants and monitors compliance with the Code and approves any waivers of the Code for officers and Directors; and
• To the extent feasible, the Board must satisfy itself as to the integrity of the CEO and other executive officers of Daylight and that the CEO and other executive officers create a culture of integrity throughout Daylight.

Daylight's Ethical Business Conduct

The primary standard for ethical business conduct is the "tone at the top" as expressed by both the Chairman and the Chief Executive Officer of Daylight Energy. Daylight and the Board of Directors of Daylight have adopted a Code of Business Conduct and Ethics (the "Code"), a copy of which is available at www.sedar.com. New employees, as a component of their initial orientation near the commencement of their employment, as well as each continuing employee, officer and director of Daylight are to confirm that they have read, understood and complied with the Code. Any reports of variance from the Code will be reported to the Board.

The Board has also adopted a whistleblower policy which provides employees with the ability to report directly to the Chairman of the Corporate Governance Committee, on a confidential and if the employee desires, anonymous basis, any violations within our organization including, but not limited to, questionable accounting practices, inadequate internal accounting controls, misleading or coercing auditors, disclosure of fraudulent or misleading financial information, instances of corporate fraud, falsification of financial records, unethical conduct, harassment or theft. The Board believes that providing a confidential forum for employees, officers and directors to raise concerns about ethical conduct and treating all complaints with the appropriate level of seriousness fosters a culture of ethical conduct within Daylight.

Daylight's Health, Safety & Environment Principles

As defined in our policy our commitments for Health, Safety and the Environment are of utmost importance and reflect the core of our organization.

The following principles are to be used in the achievement of our corporate policy to accomplish the best performance in HS&E which we are accountable for.

• Make efficient use of resources and minimize our environmental footprint. Make every effort to conserve our environment and protect all individuals which are affected by our operations. Preserve the environment to the best of our capabilities in the communities in which we live and operate.
• Ensure HS&E risks are properly identified, assessed and controlled to eliminate risks to the environment and the health and safety of all people. Provide direction and guidance through the integration of our HS&E management system.
• Ensure Crisis Management and ERP's exist to ensure decisive and effective incident response. Be compliant with all applicable laws, regulations and industry standards.
• Ensure each employee, contractor and subcontractor are trained and compliant in the skills needed to carry out their job functions. Every individual is accountable for their HS&E responsibilities associated with their job activities.
• Provide a safe and healthy working environment and expect our workforce to comply with the health and safety practices established for their protection. Maintain our commitment to communicate with our stakeholders in a respectful manner.
• When selecting third party services ensure performance and expectations are defined, communicated and monitored.
• Ensure that all incidents are reported, investigated, documented and corrective actions are identified to prevent reoccurrences.
• Ensure that all HS&E documents are retained, protected and accessible and the document management program is adhered to.
• Regularly evaluate, monitor and measure our progress internally and externally as benchmarking tools to continually improve our HS&E performance.

Health, Safety & Environment Policy

• Daylight is committed to protecting the health and safety of all individuals affected by our operations.
• Daylight will ensure compliance with applicable laws, regulations, industry codes and safety standards.
• Daylight ensures that each contractor, service provider and employee understands their HS&E responsibilities, is trained and is monitored for compliance.
• Daylight must identify, assess and manage HS&E risks throughout the company's business lifecycle.
• Daylight is committed to protecting the environment while contributing to the well being of the communities in areas we operate.
• Daylight will assess the potential effects of its projects and will incorporate protective measures into the planning process to prevent or minimize the industry footprint on the environment.
• Daylight is committed to open and honest dialog with all stakeholders.