The Board is the ultimate decision-making body of Lifeline Scientific, except with respect to matters reserved to shareholders. The primary function of the Board is oversight. The Board, in exercising its business judgment, acts as an advisor and counselor to senior management and defines and enforces standards of accountability – all with a view to enabling senior management to execute their responsibilities fully and in the interests of shareholders. The following are the Board's primary responsibilities, some of which may be carried out by one or more Committees of the Board or the independent Directors as appropriate:

• Overseeing the conduct of the Company's business so that it is effectively managed in the long-term interest of shareholders;
• Selecting, evaluating and compensating the Chief Executive Officer (CEO) and planning for CEO succession, as well as monitoring management’s succession planning for other key executives;
• Overseeing and reviewing the Company’s strategic direction and objectives;
• Monitoring the Company’s accounting and financial reporting practices and reviewing the Company’s financial and other controls;
• Overseeing the Company’s compliance with applicable laws and regulations; and
• Overseeing the processes that are in place to safeguard the Company’s assets and mitigate risks.

In performing its oversight function, the Board is entitled to rely on the advice, reports and opinions of management, counsel, auditors and outside experts. In that regard, the Board and its Committees shall be entitled, at the expense of the Company, to engage such independent legal, financial or other advisors as they deem appropriate, without consulting or obtaining the approval of any officer of the Company.