# Corporate Governance

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Click on any of the items below to learn more about how Descartes is governed and to view or download the documents pertaining to corporate governance.

## Documentation

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### Articles of Amalgamation

Descartes is constituted under the Articles of Amalgamation dated February 1, 2026.

[Download the Articles](/content/sites/default/files/media/documents/2026-06/Amalgamation-Fusion%20%28004%29_Redacted.pdf)

### By-Laws

Descartes has adopted a general operating by-law dated May 30, 2013.

[Download by-laws](/content/content/media/documents/2020-05/by-law_may_30-2013.pdf)

### Board Mandate

Our Board of Directors has adopted a written Board Mandate to guide it in discharging its duties and responsibilities.

[Download Board Mandate](/content/sites/default/files/media/documents/2026-04/Board%20Mandate%20%28March%2011%2C%202026%29.pdf)

### Chair of the Board - Position Description

Our Board of Directors has adopted a formal position description for its chair.

[Download Chair of the Board - Position Description](/content/sites/default/files/media/documents/2026-04/Chair%20of%20the%20Board%20Role%20Description%20%28March%2011%2C%202026%29.pdf)

### Code of Business Conduct and Ethics

The Code of Business Conduct and Ethics has been adopted by our Board of Directors to summarize the standards of business conduct that must guide our actions.

[Learn more about Code of Business Conduct and Ethics](/content/sites/default/files/media/documents/2026-04/Code%20of%20Business%20Conduct%20%26%20Ethics%20%28March%2011%2C%202026%29.pdf)

### Anti-Corruption Policy

Our Board of Directors has adopted an Anti-Corruption Policy.

[Learn more about Anti-Corruption Policy](/content/content/media/documents/2020-05/global_anti-corruption_policy_mar_13_2019_online_version.pdf)

### Committees of the Board

Descartes' Board of Directors maintains four committees to assist it in discharging its oversight responsibilities and each of these committees has adopted a committee charter which is reviewed annually.

[Learn more about Committees of the Board](/content/who-we-are/investor-relations/corporate-governance/committees-board/index.html)

### Leadership

Descartes' management team is comprised of experienced logistics operators that specialize in operations, technology, marketing and sales.

[Learn more about Leadership](/content/who-we-are/leadership/index.html)

### Policy on Engagement with Shareholders

Descartes' Board of Directors has adopted a Policy on Engagement with Shareholders that is intended to facilitate regular and constructive engagement with shareholders.

[Download Policy on Engagement with Shareholders](/content/content/media/documents/2020-05/policy_shareholder_engagement.pdf)

### Shareholder Rights Plan

The Shareholder Rights Plan is designed to assist the board in ensuring the fair and equal treatment of all shareholders.

[Download Shareholder Rights Plan](/content/sites/default/files/media/documents/2026-06/DSG%20-%20Shareholder%20Rights%20Plan%20%282026%29%28SEDAR%2B%29.pdf)

### Advance Notice Policy

Descartes' by-laws provide for advance notice of nominations of Directors.

[Download By-Laws about Advance Notice Policy](/content/content/media/documents/2020-05/by-law_may_30-2013_0.pdf)

### Whistle Blower Policy

Our Board of Directors has adopted a Whistle Blower Policy.

[Learn more about Whistle Blower Policy](/content/legal/whistle-blower-policy/index.html)