ENTERPRISE RISK
OVERSIGHT COMMITTEE CHARTER





























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Adopted
by Electrameccanica Vehicles Corp. Board of Directors on this ____
day of December 2017.

















ELECTRAMECCANICA VEHICLES CORP.





ENTERPRISE RISK OVERSIGHT COMMITTEE CHARTER





PURPOSE:





This
Charter has been established to assist the Enterprise Risk
Oversight Committee (the “Committee”) and the Board of
Directors in the exercise of its responsibilities, particularly by
defining the scope of the Committee’s authority in respect of
risk oversight matters delegated to it by the Board.





Where
used in this Charter, the term “Executive or
Management” has the meaning ascribed to it in the
Corporation’s Board Charter.





ROLES AND RESPONSIBILITIES:





The
Board has delegated to the Committee the responsibility for
overseeing the effectiveness of risk management policies,
procedures and practices implemented by management of the
Corporation with respect to strategic, operational, environmental,
health and safety, human resources, legal and compliance and other
risks faced by the Corporation. For greater certainty, the
Committee’s oversight responsibilities do not extend to those
risks delegated to other Board Committees. More specifically, the
Board has delegated to the Committee the responsibility for the
following matters:





Risk Oversight





1)
 Material Risk
Exposures: reviewing Executive Management’s assessment of the
Corporation’s material risk exposures and the
Corporation’s actions to identify, monitor and mitigate such
exposures. In performing its oversight responsibilities, the
Committee shall:





a)
 satisfy itself that
Executive Management has established an appropriate tone and
culture with respect to risk identification, risk awareness,
risk-taking and risk mitigation;





b)
 review with
Executive Management the design of the Corporation’s risk
management programs and processes, including reporting lines of
authority, communications, systems and controls, to assess their
appropriateness given the Corporation’s structure, size and
scope of operations;





c)
 assess with
Executive Management the Corporation’s risk profile,
including the categories of risk the Corporation faces, as well as
strategies implemented to mitigate the identified
risks;





d)
 satisfy itself as
to the ways in which known and emerging risks are identified,
documented, and assessed, aggregate and individual risk limits are
set (where applicable) and the actions taken if those limits are
exceeded;





e)
 together with
Executive Management, define the Corporation’s risk appetite
and risk tolerance;





f)
 Assess the
interrelationship between the Corporation’s material risks
and its corporate strategy and/or business plans;





g)
 Review with
Executive Management the design, implementation and effectiveness
of risk policies, procedures, and controls; and





h)
 Meet as required
with representatives of the Corporation’s various functional
departments (the “Departments”) and/or external
advisors to discuss the risks faced by the Corporation and the
Corporation’s risk management function and
activities.





Compliance Oversight





1)
 Legal and
Regulatory Compliance: reviewing Executive Management’s
implementation of systems and controls designed to promote
compliance with applicable legal and regulatory requirements. In
performing its oversight responsibilities, the Committee
shall:





a)
 Satisfy itself that
Executive Management has established an appropriate tone and
culture with respect to:





b)
 Ethical business
conduct by the Corporation’s employees, agents,
representatives, contractors, and suppliers; as well
as





c)
 Legal and
regulatory compliance;





d)
 Review with
Executive Management the design, implementation and effectiveness
of policies or programs that provide monitoring of, and promote
compliance with, legal and regulatory requirements;
and





e)
 Periodically meet
with representatives of the Departments and/or external advisors to
discuss the Corporation’s compliance with applicable legal
and regulatory requirements, the results of internal compliance
reviews and material non-compliance with legal and/or regulatory
requirements or internal policies, procedures, and programs of the
Corporation.





f)
 Identify gaps, if
any, in enterprise risk-related oversight
responsibilities.





Reporting to Board





1)
 Annual Reporting:
reporting to the Board on an annual basis with respect to the
Committee’s review of the Corporation’s material risks
and measures in place to mitigate them, and at least annually in
respect of the Committee’s other activities.





Size, Composition, and Independence





1)
 Size: The Committee
shall be composed of not less than three (3) nor more than five (5)
members. The Board shall annually appoint the members of the
Committee and a Chairman from amongst those appointed, to hold
office until the next annual meeting of shareholders of the
Corporation. The members of the Committee shall serve at the
pleasure of the Board and vacancies occurring from time to time
shall be filled by the Corporate Governance, Compensation and
Nominating Committee. Any member of the Committee may be removed or
replaced at any time by the Board and shall automatically cease to
be a member of the Committee upon ceasing to be a director of the
Corporation.





2)
 Independence: All
of the members of the Committee shall meet the independence
standards specified under applicable law, currently being [insert
Nasdaq or NYSE Amex standards on Independence].





3)
 Independent
Advisors: The Committee may retain and compensate such outside
legal or other advisors at the expense of the Corporation as it
deems reasonably necessary to assist and advise the Committee in
carrying out the Committee’s duties and
responsibilities.





4)
 Role of Chairman:
The Chairman of the Committee shall generally provide leadership to
enhance the effectiveness of the Committee and act as the liaison
between the Committee and the Board as well as between the
Committee and Executive Management. The Chairman shall also manage
the Committee’s activities and meetings, manage any outside
legal or other advisors retained by the Committee and manage the
process of reporting to the Board on the Committee’s
activities and related recommendations.





5)
 Secretary of the
Committee: Unless otherwise determined or approved by the
Committee, the Secretary or an Assistant Secretary of the
Corporation shall act as the Secretary of the Committee. In the
absence of the Secretary or an Assistant Secretary, the Committee
shall select an individual to act as the Secretary of the
Committee. The Secretary of the Committee shall keep minutes of the
Committee and such minutes shall be retained in the corporate
records of the Corporation.





Committee Meeting Administration





1)
 Meetings: The
Committee shall meet periodically as required to carry out its
duties and responsibilities, but shall meet at least annually to
address the matters specified in Section 1 of this Charter.
Meetings of the Committee may be called by the Chairman of the
Committee, any member of the Committee, Chairman of the Board,
Chief Executive Officer, Chief Financial Officer, Chief Legal
Officer, or the Secretary of the Corporation.





2)
 The Committee shall
generally hold sessions without members of management present at
each scheduled meeting.





3)
 Minimum Attendance:
Each member of the Committee is expected to use all reasonable
efforts to attend a minimum of 75% of all regularly scheduled
Committee meetings, except to the extent that any absence is due to
medical or other valid reasons.





4)
 Notice of Meeting:
Unless otherwise determined or approved by the Committee, the
Secretary of the Committee shall provide notice of each meeting of
the Committee to the following persons, all of whom shall be
permitted to attend each Committee meeting:





a.
 The Committee
Chairman and each member of the Committee;





b.
 The Chief Executive
Officer, the Chief Financial Officer and Chief Legal Officer of the
Corporation;





c.
 The most senior
officer(s) directly responsible for the Departments;





d.
 The most senior
officer(s)/individual(s) designated by Executive Management as
having responsibility for risk management;





e.
 The most senior
officer(s)/individual(s) designated by Executive Management as
having responsibility for legal/regulatory compliance;
and





f.
 Any other person
whose attendance is deemed necessary or advisable by the Board of
Directors.





Chairman of the Committee





1)
 Committee Access to
Employees and Others: For the purpose of performing their duties
and responsibilities, the members of the Committee shall have full
access to and the right to discuss any matters relating to such
duties with any or all of:





a.
 any employee of the
Corporation, including staff of the Departments;
and/or





b.
 any advisors to the
Corporation (including any advisors retained by the Committee), as
well as the right to inspect all applicable books, records and
facilities of the Corporation and its subsidiaries and shall be
permitted to discuss such books, records and facilities and any
other matters within the Committee’s mandate with any of the
foregoing.





Meeting Agendas





2)
 The Committee
Chairman shall establish a preliminary agenda for each Committee
meeting with the assistance of the Secretary of the Corporation.
Any director or other person entitled to call a meeting may request
items to be included on the agenda for any meeting.





Meeting Materials





3)
 To the extent
reasonably practicable, meeting materials shall be distributed
sufficiently in advance of Committee meetings to permit members to
properly review and consider such materials.





Quorum





4)
 A majority of the
members of the Committee shall constitute a quorum and all actions
of the Committee shall be taken by a majority of the members
present at the meeting. If the Committee only has two members as a
result of a vacancy on the Committee, both members shall constitute
a quorum.











Delegation of Responsibility





5)
 Right of
Delegation: Subject to applicable law, the Committee may from time
to time delegate one or more of its duties and responsibilities
under this Charter to the Chairman of the Committee, any other
member of the Committee or any sub-committee of the
Committee.





Review and Revision of Charter





6)
 Annual review: The
Committee shall annually review this Charter and recommend to the
Corporate Governance, Compensation, and Nominating Committee of the
Board such changes as it deems advisable.





EVALUATION OF THE COMMITTEE’S PERFORMANCE





The
Committee shall, on an annual basis, evaluate its performance under
this Charter. The Committee shall address all matters that the
Committee considers relevant to its performance. The Committee
shall deliver a report setting forth the results of its evaluation,
including any recommended amendments to this Charter and any
recommended changes to the Board’s or the Corporation’s
policies or procedures.





COMMITTEE RESOURCES





The
Committee may conduct or authorize investigations into or studies
of matters within the Committee’s scope of responsibilities,
and may retain, at the Corporation’s expense, such
independent counsel, or other advisors as it deems necessary. The
Committee shall have the sole authority to retain or terminate any
search firm to be used to identify director candidates, including
sole authority to approve the search firm’s fees and other
retention terms, and such related fees are to be borne by the
Corporation.





REPORTS:





The
Committee will record its summaries of recommendations to the Board
in written form, which will be incorporated as a part of the
minutes of the meeting of the Board at which those recommendations
are presented.





MINUTES:





The
Committee will maintain written minutes of its meetings, which
minutes will be filed with the minutes of the meetings of the
Board.