The Lead Director of the Board of Directors (the “Lead”) is an independent director of Canopy Growth Corporation (the “Corporation”) who is elected as a director by the Corporation’s shareholders and is appointed Lead by the Board of Directors of the Corporation (the “Board”). The Lead serves in this role at the pleasure of the Board. If the chairperson of the Board (the “Chairperson”) is an “independent director,” as such term is defined under the standards and requirements promulgated by all applicable regulatory bodies exercising control over CGC, including Rule 5605(a)(2) of the Listing Rules of the Nasdaq Stock Market, then the Chairperson will fulfill the obligations of the Lead as described below.


The Lead maintains open communication with the Chief Executive Officer (the “CEO”). Unfettered twoway communication with all senior officers (“Management”) is also required.


The Lead has overall responsibility for the management of the Board. This includes ensuring that the Board functions properly, meets its obligations and responsibilities and fulfills its written mandate (the “Board Mandate”).


  1. Provides leadership to the Board with respect to its functions as described in the Board Mandate and as otherwise may be appropriate.
  2. Ensures that the Corporation’s policies and practices related to corporate governance and Board operations are properly reflected in internal and external communications.
  3. Working with the Corporate Governance, Compensation and Nominating Committee, submits to the Board a proposed slate of directors for election at the annual general meeting of shareholders.
  4. Ensures that appropriate procedures are in place for the effective operation of the Board.
  5. Manages the ongoing performance review and the compensation plan for the CEO.
  6. Together with Management and the other directors, works to maintain the Corporation’s “corporate culture” and to adapt it to new requirements. LEGAL_US_E # 151301673.2 2/2
  7. Approves Board related expenses for all other non-employee directors.
  8. Is available to the CEO and Management to provide guidance and advice.