Corporate Governance · TSX-V: ZEN · Nasdaq: ZTEK

Corporate
Governance.

High standards of governance and ethical conduct, with an independent Board accountable to shareholders under Canadian and U.S. securities requirements.

Overview

Oversight, aligned
to shareholders.

Zentek is committed to high standards of corporate governance and ethical conduct. The Board of Directors oversees the management of the Company's business and affairs in a manner that aligns with applicable Canadian and U.S. securities requirements. The policies below set out how the Board, management and employees are expected to conduct themselves and remain accountable to shareholders.

Governance principles

How the Board operates

Independent oversight. Every director other than the CEO is independent within the meaning of applicable Canadian and U.S. securities regulations, ensuring objective oversight of management.

Accountability. The Board delegates defined responsibilities to standing committees, each governed by a written charter, with clear reporting lines back to the full Board.

Integrity & transparency. A Code of Business Conduct and Ethics, disclosure controls and continuous-disclosure filings on SEDAR+ and EDGAR support timely and transparent communication with stakeholders.

Board committees

Two standing committees.

The Board delegates defined responsibilities to standing committees, each governed by a written charter. Committee membership and director biographies are detailed on the Board of Directors page.

Chair · Eric Wallman

Audit Committee

Oversees the integrity of the Company's financial reporting, the external audit, and internal controls over financial reporting. Members: John Snisarenko and Matt Fontes.

Chair · Eric Wallman

Corporate Governance, Compensation & Nominating Committee

Oversees the Company's governance framework, including the adoption and periodic review of governance policies and practices consistent with applicable Canadian and U.S. requirements, responsible for board composition and nominations, director and executive compensation. Members: John Snisarenko, Matt Fontes and Pete Gettinby.

Continuous disclosure

Reporting issuer

Zentek is a reporting issuer in Canada listed on the TSX Venture Exchange (ZEN) and a foreign private issuer in the United States listed on Nasdaq Capital Market (ZTEK). Continuous-disclosure documents are filed on SEDAR+ and EDGAR. Copies of individual policies and charters are available to shareholders on request and, where required, are filed as part of the Company's continuous disclosure.

The governance documents summarised on this page are reviewed periodically by the Board and its committees. This page is provided for information only and is not investment advice.

View filings on SEDAR+