RE: sedar - governance postingGENOIL INC.
CORPORATE GOVERNANCE REVIEW AND DISCLOSURE
The board of directors (the "Board") of Genoil Inc. (the "Corporation") has undertaken a
review of the Corporation's current corporate governance practices and procedures and has
evaluated the effectiveness of such procedures as they relate to the Corporation and its current
stage of development. The results of such review are outlined below.
1. Board of Directors
The Corporation's current board of directors consists of Messrs. David Lifschultz,
Lawrence Lifschultz, Brian Korney, Robert Fields and Adam Hedayat. Of the current Board,
Messrs. Fields and Hedayat are independent. Mr. David Lifschultz is not independent as he is
the Chairman and CEO of the Corporation, similarly Mr. Brian Korney is not independent as he
has recently acted as the Corporation's Chief Financial Officer. Mr. Lawrence Lifschultz is not
considered to be independent as he is related to David Lifschultz, the Corporation's Chairman
and CEO. Lawrence Lifschultz is David Lifschultz's brother.
The Board facilitates its exercise of independent supervision over management by
attempting to meet independently from management when warranted, determining what
additional information it needs from management and seeking outside advice and support as it
considers appropriate. Generally the board attempts to ensure that all board committees are
composed in the majority by non-management directors with consideration being had to the
Corporation's current size and board composition.
2. Directorships
Other than as outlined below, none of the current directors of the Corporation is presently
a director of any other entity that is a reporting issuer in Canada (or the equivalent in a foreign
jurisdiction).
Mr. Robert Fields is a member of the board of director of Statmon Technologies, Inc., a
corporation listed in the United States on the OTC.BB (symbol "STCA")
3. Orientation and Continuing Education
The board currently does not have in place any formal procedure to orient new board
members however, as part of their efforts to identify new candidates for new Board nominations,
the Board attempts to add new members who are already familiar with the Corporation and its
technologies or who have spent a considerable amount of time working with or for the
Corporation. Also, the Corporation looks to nominate individuals to the board who have
previous board experience and a track record of good corporate governance.
4. Ethical Business Conduct
The Board is concerned with the encouragement and promotion of a culture of ethical
business conduct. To this end, the Board endeavours to make itself available and approachable
to all members of management and the senior employees of the Corporation and emphasizes to
such individuals the importance of ethical business conduct. The Board intends to adopt a
written code of ethics prior to the Corporation's next annual meeting of shareholders.
5. Nomination of Directors
The Board as a whole currently plays a role in identifying new candidates for board
nomination. In identifying such candidates, consideration is given to such individuals'
familiarity with the Corporation, its technologies and its business as well as such individuals'
expertise, industry experience and overall reputation. The board is currently undertaking a
review of possible new candidates for nomination to the board and expects to nominate at least
one additional director in the near future. While the board is of the view that its current size is
large enough to present a diversity of views and experience, but also small enough to enable it to
carry out its duties effectively (with consideration being given to the current size and financial
constraints) the Board has determined that it is in the best interests of the Corporation to add
additional Canadian resident and independent directors to the Board.
6. Compensation
The appropriate compensation for the directors and officers of the Corporation is
recommended by the Corporation's compensation committee for approval by the Board as a
whole. The Corporation's compensation committee currently consists of Messrs. Adam Hedayat
and Robert Fields. The Board is currently in the process of approving a formal set of terms of
reference for the compensation committee. The compensation committee seeks information as
appropriate from management of the Corporation and the board as a whole in reviewing director
and officer compensation in light of the Corporation's current public status, stage of operation
and current financial position. The compensation committee will be charged with reviewing and
monitoring compensation of directors and officers of the Corporation in light of their risks and
responsibilities from time to time.
7. Other Board Committees
In addition to the compensation committee, the Board has an audit committee currently
comprised of Messrs. Adam Hedayat, Brian Korney and Robert Fields, all of whom are
financially literate. The audit committee has adopted an audit committee charter which is
attached as a schedule to the latest management proxy circular of the Corporation and is
available on SEDAR at www.sedar.com. The audit committee is responsible for monitoring the
audit functions and review of the financial statements of the Corporation in advance of
presentation to the board as a whole. Audit committee members communicate directly with the
independent auditors as appropriate and are entitled to seek such independent outside advice and
support as they consider appropriate.
8. Assessment
The Corporation has no specific process in place at this time for assessing the
effectiveness of its Board, its committees and individual directors. The board as a whole will
consider implementing an appropriate process in this regard prior to the next annual meeting of
shareholders.
9. Evaluation of Practices and Processes
The board believes that the current practices and processes in place with respect to
corporate governance are appropriate and effective for the Corporation given the current size and
scope of the Corporation's operations and with regard to the Corporation's current financial
position. The board periodically reviews its corporate governance procedures and makes such
changes as are considered appropriate. It is the intention of the Board to institute an annual
review process of the Corporation's corporate governance measures and to publish such
assessment and report in a form similar to this one on an annual basis. Such report will be made
publicly available on SEDAR at www.sedar.com, either as a stand-alone document or by
incorporation into future management proxy circulars.
Dated this 12th day of July, 2005.
(signed) David K. Lifschultz_________
David K. Lifschultz
Chairman and Chief Executive Officer