IMRIS

Committees of the Board of Directors

Our board of directors has two committees:

• Audit and Corporate Governance Committee, comprised entirely of independent directors
• Compensation Committee, comprised of a majority of independent directors

Audit and Corporate Governance Committee

David Leslie - Committee Chairman
Carey Diamond
William Fraser

The directors have appointed an Audit and Corporate Governance Committee consisting of three directors, all of whom are independent and financially literate within the meaning of Multilateral Instrument 52-110 (Audit Committees). The responsibilities and mandate of the Audit and Corporate Governance Committee are set out in an Audit and Corporate Governance Committee Charter. The primary purposes of the Audit and Corporate Governance Committee are to (i) manage, on behalf of IMRIS's shareholders, the relationship between IMRIS and its external auditor and enhance the independence of the external auditor, (ii) assist the board in meeting its financial oversight responsibilities, oversee the audit and financial reporting process and increase the credibility and objectivity of financial reporting, (iii) oversee the design, implementation and ongoing effectiveness of a system of internal controls, and (iv) oversee the process by which IMRIS assesses and manages risk.

The Audit and Corporate Governance Committee is also responsible for (i) establishing procedures for the receipt, retention and treatment of complaints received by IMRIS regarding accounting practices, financial reporting, internal accounting controls or auditing matters, (ii) establishing procedures for the confidential, anonymous submission by IMRIS employees of concerns regarding questionable accounting or auditing matters, and (iii) monitoring compliance with IMRIS's Whistleblower Protection Policy on Financial Matters. The Audit and Corporate Governance Committee also takes a leadership role in shaping IMRIS's corporate governance practices by overseeing and assessing the functioning of the board and the committees of the board and developing, implementing and assessing effective corporate governance processes and practices. It is also responsible for reviewing and recommending the adoption of IMRIS's strategic corporate policies, including its Disclosure and Confidentiality Policy, Insider Trading Policy, Code of Business Conduct and Ethics, and other relevant policies associated with ensuring an effective system of corporate governance and for overseeing the investigation of any alleged breach of any of these policies.

Compensation Committee

Carey Diamond - Committee Chairman
Robert Courteau
Blaine Hobson

The board has appointed a Compensation Committee consisting of three Directors, the majority of whom are independent within the meaning of Multilateral Instrument 52-110 (Audit Committees). The responsibilities and mandate of the Compensation Committee are set out in a Compensation Committee Charter. The primary purposes of the Compensation Committee are to (i) assist the board in discharging the board's oversight responsibilities relating to the compensation, development, succession and retention of the President and Chief Executive Officer and senior management, (ii) establish fair and competitive compensation and performance incentive plans, and (iii) identify candidates for director positions.