also be responsible for developing Orbit Garants approach to corporate governance issues advising the Board in filling vacancies on the Board and periodically reviewing the composition and effectiveness of the Board and the contribution of individual directors All members of this committee will be independent within the meaning of applicable securities laws The chair of the compensation and corporate governance committee will be P atrick Godin and JeanYves L alibert e and Guthrie Stewart will also serve as members of that committee Governance Practices A majority of the Board will be independent within the meaning of National Instrument 58101 Disclosure of Corporate Governance of the Canadian Securities A dministrators NI 58101 The independent Directors will be P atrick Godin JeanYves L alibert e Guthrie Stewart and Edmund Stuart The nonindependent Directors are James C Johnson P ierre Alexandre and Eric Alexandre P ierre Alexandre and Eric Alexandre are members of management James Johnson is a principal of 1684181 Management which has received fees from Orbit Garant See Biographies for details of other reporting issuers for which the Directors serve as directors andor Directors The Board of Directors will facilitate its exercise of independent supervision by appointing an independent Director as the Chair of the Board In addition it is intended that the Board and its committees meet at least quarterly without management present and that the A udit Committee meet at least quarterly with the external auditors without management present to discuss matters affecting the conduct of their audit and other corporate matters F ollowing completion of the Offering it is intended that the Board of Directors consider and ultimately adopt a written mandate describing the role and responsibility of the Board stewardship of the Company In addition it is expected that the Board of Directors will consider and ultimately approve detailed position descriptions for the Chair of the Board of Directors as well as the Chairs of the A udit Committee and the Compensation and Corporate Governance Committee As separate position description is not anticipated to be adopted for the chief executive officer in the near term as his role and responsibilities are currently prescribed by his employment agreement EXECUTIVE COMPENSA TION The following summarizes the annual compensation for services in all capacities to the Company for the fiscal year ended June 30 2007 in respect of the Companys CEO and CFO collectively the Named Executive Officers Summary Compensation T able Annual Compensation Long T erm Compensation A wards P ayouts Securities Shares Under Subject to Other Annual Options R esale L TIP All Other Director Fiscal Salary Bonus Compensation Granted R estrictions P ayouts Compensation Name and P rincipal P osition Since Y ear P ierre Alexandre January 2007 111500 20000 4 Chief Executive Officer 1 2007 Eric Alexandre January 2007 127083 50000 3 20000 4 433320 5 P resident and Chief Operating 2007 Officer 12 Notes 1 Each of P ierre Alexandre and Eric Alexandre joined Orbit Garant following the acquisition of Orbit on January 31 2007 Amou nts provided combine amounts paid by Orbit from July 1 2006 to January 31 2007 with amounts paid by Orbit Garant from F ebruary 1 2007 to June 30 2007 55