Governance

Chairman of the Board

Key duties and responsibilities of the Chair are listed below:

• Planning, presiding over, and facilitating board and committee meetings; partnering with the CEO to ensure that board resolutions are carried out

• Plan the Board’s annual schedule of meetings and agendas, in consultation with the Corporate Secretary and other directors as appropriate

• Coordinate with the Corporate Secretary to ensure that the Board receives the appropriate quantity and quality of information in a timely manner to enable it to make informed decisions

• Facilitate full and candid Board discussions, ensure all directors express their views on key Board matters and assist the Board in achieving a consensus

• Taking the lead on any project relating to the sale, takeover, or merger of the company

• Develop teamwork and a cohesive Board culture and facilitate formal and informal
communication with and among directors

• Help ensure that action items established by the Board are tracked and appropriate follow-up action is taken as necessary

• Work with Committee Chairs to ensure that each committee functions effectively and keeps the Board apprised of actions taken

• Collaborate with the HR and Corporate Governance Committee on the performance and structure of the Board of Directors and its committees, including the performance of individual directors

• As a board member, approving HEXO’s annual budget, audit reports, and material business decisions; being informed of, and meeting all, legal and fiduciary responsibilities

• Reviewing outcomes and metrics created by HEXO Corp. for evaluating its impact, and regularly measuring its performance and effectiveness using those metrics

• Coordinating an annual performance evaluation of the CEO

• Acting as an ambassador for the organization

• Ensuring HEXO’s commitment to a diverse board and staff