CORPORATE GOVERNANCE

Introduction
At Nevoro Inc., we believe strongly that good corporate governance is critical to the Company's long-term success and the protection of the interests of our many stakeholders. Our policies and practices are under continual review to assist us in achieving these objectives. The Board of Directors has approved a set of corporate governance guidelines to promote the effective functioning of the Board of Directors and its Committees and to set forth a common set of expectations as to how the Board should manage its affairs and perform its responsibilities. Nevoro has also adopted a Code of Business Conduct and Ethics that is applicable to all directors, officers and employees of Nevoro.

Corporate policies have been implemented to address Nevoro’s Board and Management needs in conducting its business activities in an appropriate and effective manner, and synchronizing with regulatory requirements to document its governance practices.

Board of Directors
Currently, the Board of Directors consists of seven members, of whom the Board has determined that four are "unrelated" for the purposes of the TSX Guidelines and "independent" for the purposes of the OSC rules. Meetings of the Board are conducted on a quarterly basis, following the annual meeting of Shareholders of the Corporation and as matters that require Board attention arise. The frequency and agendas of the meetings depend upon business matters and affairs which the Corporation faces from time to time.

Corporate policies have been implemented to address Nevoro’s Board and Management needs in conducting its business activities in an appropriate and effective manner, and synchronizing with regulatory requirements to document its governance practices.

Mandate of the Board of Directors
The duties and responsibilities of the Board of Directors are: to supervise the management of the business and affairs of the Corporation; and to act with a view towards the best interest of the Corporation.

As such, the Board of Directors is responsible for the oversight, review and development of the following matters: the strategic planning process of the Corporation; identifying the principal risks of the Corporation’s business and ensuring the implementation of appropriate systems to manage these risk; succession planning, including appointing, training and monitoring senior management; a communications policy for the Corporation to facilitate communications with investors and other interested parties; and the integrity of the Corporation’s internal control and management information systems

Committees of the Board of Directors
Nevoro has several Committees that assist the Board with Its overall responsibilities. These Committees include: the Audit Committee; the Nominating & Corporate Governance Committee; the Compensation Committee; the Environmental, Occupational Health & Safety Committee; and the Disclosure Committee. The Audit Committee is required by the Company’s governing statute and its regulators, whereas the others deal with important matters within the Board and the Company’s responsibilities. Each Committee has a charter outlining what the Board expects of it, and generally a policy, which outlines its main responsibilities. Some policies focus on the Committee and its work, while others apply to the full range of the Company’s people and activities.

The approval of the Board of Directors is required for the Corporation’s annual business plan and budget; major acquisitions or dispositions of the Corporation; and transactions which are outside of the Corporation’s existing business.

Shareholder Communications
The Board of Directors has authorized management to represent the Corporation in its communications with shareholders and members of the investment community. In addition, management meets regularly with investors and other interested parties to receive and respond to inquiries and comments. The Corporation seeks to ensure that all inquiries and concerns receive a complete and timely response from the appropriate member of management.

The Board of Directors reviews all of the Corporation’s significant communications with investors and the public, including its Annual Information Form, Annual Report to Shareholders, Management Information Circular, annual audited financial statements, quarterly unaudited financial statements and Management Discussion & Analysis.

CODE OF BUSINESS CONDUCT & ETHICS
A Code of Business Conduct and Ethics (“Code”) has been adopted by the Board of Directors of Nevoro Inc. and embodies the commitment of Nevoro and any of its subsidiaries to conduct business in accordance with all applicable laws, rules and regulations and high ethical standards. The Code specifies that the actions of all Nevoro employees, Officers and Directors shall reflect honesty, integrity and impartiality that is beyond doubt and that all business shall be done in a manner that:

1. complies with applicable laws, rules and regulations; avoids conflicts of interest;
2. protects confidential information, in accordance with Nevoro ’s confidentiality policy;
3. adheres to good disclosure practices, in accordance with applicable legal and regulatory requirements.
   

Nevoro has put in place a procedure under which any employee, Officer or Directors may submit good faith complaints or concerns regarding accounting or auditing matters to the Corporation in confidence that a fair investigation will be made and without fear of reprisal.