Committees of the Board

Chair:

J. Ian Giffen, C.A.

Director
Corel Corporation, MKS, RuggedCom Inc. and Certicom Inc.

Members:

David I. Beatson

Chief Executive Officer
GlobalWare Solutions

The primary functions of the Audit Committee are to oversee the accounting and financial reporting practices of the Company and the audits of the Company's financial statements, including assisting the Board in fulfilling its responsibilities in reviewing: financial disclosures and internal controls over financial reporting; monitoring the system of internal control; monitoring the Company's compliance with Applicable Requirements; selecting the auditors for shareholder approval; reviewing the qualifications, independence and performance of the auditors; and reviewing the qualifications, independence and performance of the Company’s financial management.

The Audit Committee has established this Pre-Approval Policy and Procedure for Engagements of the Independent Auditor as of March 2, 2005. To read the complete document, go to:

http://www.descartes.com/resources/investors/governance/
pre-approval_policy_and_procedure.pdf

To read the complete Audit Committee Charter, go to:

http://www.descartes.com/resources/investors/governance/
audit_committee_charter.pdf

Chair:

David I. Beatson

Chief Executive Officer
GlobalWare Solutions

Members:

Stephen M. Watt,
B.Sc., M. Math, Ph. D.

Professor
Department of Computer Science, University of Western Ontario

The Compensation Committee is appointed by the Board of Directors to discharge the Board's duties and responsibilities relating to the compensation of the Company's Chief Executive Officer and senior management, as well as to review the human resource policies and practices that cover the Company's employees.

To read the complete Compensation Committee Charter, go to:

http://www.descartes.com/resources/investors/governance/
compensation_committee_charter.pdf

Chair:

Stephen M. Watt,
B.Sc., M. Math, Ph. D.

Professor
Department of Computer Science, University of Western Ontario

Members:

J. Ian Giffen, C.A.

Director
Corel Corporation, MKS, RuggedCom Inc.

Chris Hewat, LL.B., M.B.A.

Partner
Blake, Cassels & Graydon LLP

The Corporate Governance Committee is primarily responsible for:

• Overseeing Descartes' corporate governance policies and activities.
• Maintaining the Board of Directors governing documents.
• Reviewing compliance with the Code of Business Conduct and Ethics.

To read the complete Governance Committee Charter, go to:

http://www.descartes.com/resources/investors/governance/
governance_charter.pdf

Chair:

Stephen M. Watt,
B.Sc., M. Math, Ph. D.

Professor
Department of Computer Science, University of Western Ontario

Members:

J. Ian Giffen, C.A.

Director
Corel Corporation, MKS, RuggedCom Inc.

The primary function of the Nominating Committee is to assist the Board of Directors in identifying, recruiting and nominating suitable candidates to serve on the Board of Directors.

To read the complete Nominating Committee Charter, go to:

http://www.descartes.com/investors/governance/resources/
nominating_committee_charter.pdf