STATEMENT OF CORPORATE GOVERNANCE

Hydrogenics’ Board of Directors shares the belief that its role is to ensure that the Company acts in the best interests of its shareholders. The focus of our board is to provide objective, prudent guidance to Hydrogenics’ management. Through management, the Board ensures that in recognition of its ultimate responsibility for both fiduciary and regulatory matters, effective processes are in place, operating effectively and being monitored. The Board’s responsibility to shareholders is demonstrated by its commitment to effective corporate governance and disclosure.

Our board understands that strong governance frameworks are critical not only to ensure organizational compliance and effectiveness, but increasingly to meet capital market expectations. The board, through the Nomination and Corporate Governance Committee, continues to monitor governance reforms, and implements changes to our governance practices as necessary to comply with the United States Sarbanes-Oxley Act of 2002 (SOX”), any new rules issued by the United States Securities and Exchange Commission, the Nasdaq National Market, the Canadian Securities Administrators, the Toronto Stock Exchange, other applicable regulatory authorities, and industry best practice.

• Mandate of the Board of Directors
• Audit Committee Charter
• Human Resources and Compensation Committee Charter
• Nomination and Corporate Governance Committee Charter
• Code of Business Conduct and Ethics
• Whistleblower Procedures
• Director Education and Continuing Education Policy