Diversinet Corp.
Governance Committee Charter

Purpose
The purpose of the Governance Committee is (i) to represent and assist the functioning of the Board of Directors of the Company; (ii) to develop and recommend to the Board the implementation and assessment of effective corporate governance principles; (iii) to identify candidates for the Board of the Company and to recommend that the Board select qualified director candidates for replacement or election at the next annual meeting of shareholders and (iv) to oversee the ongoing performance of the Board and to recommend corrective action where necessary.

Composition
The Corporate Governance Committee will consist of at least two members of the Board who, when feasible, satisfy the independence requirements under the rules of the Company’s regulatory body or stock exchange, as such requirements are interpreted by the Board in its business judgment.  The Committee shall, when feasible, ensure that the majority of the members for the Committee are resident Canadians.  The Board shall designate one member as Chairman or delegate authority to designate a Chairman to the Governance Committee.

Procedures, Powers and Duties
The Committee will meet at least two times a year, with authority to convene additional meetings, as circumstances require.  All committee members are expected to attend each meeting.  Any director of the Company may attend meetings of the Committee at the Committee Chairman’s invitation, but may not vote and may not be included for purposes of quorum requirements.  The committee Chairman may invite the Company’s chief executive officer or senior management employees, or others to attend meetings and provide pertinent information, as necessary; however, the Committee shall also regularly meet without management or third parties present.  Meeting agendas will be prepared and provided in advance to members, along with appropriate briefing materials.

No business shall be transacted by the Committee except at a meeting where a majority of the members are present, either in person or by tele or video conference.

The Committee may engage outside consultants to advise it in matters relating to this mandate at the Company’s expense, without the prior approval of the Board.

The Committee’s business will be recorded in minutes of the Committee, which may, at the request of the Board, be submitted to the Board.

The Committee will carry out the following responsibilities:

• Overseeing and making recommendations to the Board on developing the approach of the Corporation to corporate governance issues;
• Reviewing the response of the Corporation to the corporate governance guidelines and disclosure requirements for legal, regulatory or stock exchange requirements;
• Serving as a forum for individual directors of the Corporation in respect to matters that the individual directors wish to be discussed in confidence;
• Report annually to the shareholders, describing the Committee’s composition, responsibilities and how they are discharged, and any other information required by rule;
• Determining if it is appropriate for an individual director of the Corporation to engage an outside advisor at the expense of the Company and approving such an engagement;
• The Committee shall periodically assess the need for planning the succession of the Chief Executive Officer and the Company’s senior management employees and, when required, initiate appropriate succession planning;
• Review annually the relationship between senior management and the Board and, if appropriate, make recommendations to the Board with a view of ensuring that the Board is able to function independently of management;
• Reviewing, advising and making recommendations to the Board with respect to:
  1. the size and composition of the Board;
  2. the organization and responsibilities of the appropriate Committees of the Board;
  3. the compensation of the Board and its Committees; and
  4. the evaluation process for the Board and Committees of directors of the Corporation and the Chairs of the Board and such Committees;
• Recommending to the Board the nominees to fill vacancies on the Board or to be proposed by the Board as candidates for election as directors at the annual meeting of shareholders of the Corporation;
• Recommending a desirable balance of expertise among Board members, seeking out possible candidates to fill Board positions, and aiding in attracting qualified candidates to the Board;
• Reviewing and monitoring the orientation of new Board members;
• Evaluating the effectiveness of each Board member in his role on  the Board; and
• Such other matters as may be referred to the Committee by the Board.

Mandate Reviews
The Committee shall annually review its performance relative to this Mandate.  The Committee shall regularly review the adequacy of this Mandate and recommend changes to the Board.