The Board of Directors (the "Board") of CalAmp Corp. (the "Company"), has adopted these Corporate Governance Guidelines for the purpose of establishing guidelines by which the Board conducts its oversight of the business of the Company in accordance with its fiduciary responsibilities to the Company’s stockholders. These guidelines, along with the charters of the committees of the Board, provide the framework for the governance of the Company. The Governance and Nominating Committee (the "Governance Committee") is responsible for assessing the appropriateness and efficacy of the guidelines annually and recommending from time to time changes in these guidelines for approval by the Board as it deems appropriate in the best interests of the Company or as required by applicable laws and regulations.