Audit Committee
Chair: Charles C. Lucas III
Members: Mustafa Chagani
Financial Expert: Charles C. Lucas III

Management Resources and Compensation Committee
Chair: Charles C. Lucas III
Members: Mustafa Chagani

Charter of the Audit Committee

I. PURPOSE

The primary function of the Audit Committee is to assist the Board of Directors of AEON Global Health Corp. (the “Company”) in fulfilling its oversight responsibilities by: (a) reviewing and monitoring the integrity of the financial reports and other financial information provided by the Company to any governmental body or the public; (b) reviewing the Company’s systems of internal controls regarding finance, accounting, legal compliance and ethics that management and the Board have established; (c) reviewing and monitoring the Company’s internal auditing, accounting and financial reporting processes generally; and (d) overseeing the independent auditor’s qualifications and independence. Consistent with this function, the Audit Committee should encourage improvement of, and foster adherence to, the Company’s policies, procedures and practices at all levels. Similarly, the Audit Committee shall provide an open avenue of communication among the independent accountants, financial and senior management, the internal auditing department, and the Board of Directors. The Audit Committee will primarily fulfill these responsibilities by carrying out the activities enumerated in Section IV of this Charter.

II. COMPOSITION

The Audit Committee shall be comprised of three or more directors, as determined by the Board, each of whom shall be independent directors as defined in Section 10A(M)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the regulations promulgated thereunder by the U.S. Securities and Exchange Commission (the “Commission”) and by the rules of any exchange on which the Company’s securities may be listed for trading. Each member of the Audit Committee shall be free from any relationship that, in the opinion of the Board, would interfere with the exercise of his or her independent judgment as a member of the Audit Committee. At least one member of the Audit Committee shall be an “Audit Committee Financial Expert” as that term is defined by the Commission in regulations it has promulgated under the Exchange Act. All members of the Audit Committee shall have a working familiarity with basic finance and accounting practices. The members of the Audit Committee shall be elected by the Board at the annual organizational meeting of the Board or until their successors shall be duly elected and qualified. Unless a Chair is elected by the full Board, the members of the Audit Committee may designate a Chair by majority vote of the full Audit Committee membership. All members of the Audit Committee may be replaced by the Board.

III. MEETINGS

The Audit Committee shall meet at least once quarterly and more frequently as circumstances dictate. In addition, the Audit Committee shall meet with the independent auditors and management quarterly to review the Company’s financial statements. The Audit Committee shall meet periodically with management and the Company’s independent auditors in separate executive sessions to discuss any matters that the Audit Committee or each of these groups believes should be discussed privately. The Audit Committee may request any officer or employee of the Company or the Company’s outside counsel or independent auditor to attend a meeting of the Audit Committee or to meet with any members of or consultants to the Audit Committee.

IV. RESPONSIBILITIES AND DUTIES

To fulfill its responsibilities and duties the Audit Committee shall undertake the following:

A. Independent Auditors

  1. The Audit Committee shall have the sole authority to appoint or replace the independent auditor (subject, if applicable, to shareholder ratification). The Audit Committee shall be directly responsible for the compensation and oversight of the work of the independent auditor (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work. The independent auditor shall report directly to the Audit Committee.
  2. The Audit Committee shall preapprove all auditing services and permitted non-audit services (including the fees and terms thereof) to be performed for the Company by its independent auditor, in accordance with Section 10A of the Exchange Act which are approved by the Audit Committee prior to the completion of the audit. The Audit Committee shall adopt policies and procedures governing its preapproval of all audit and permitted non-audit services to be performed by the Company’s independent auditor. Subject to applicable law and the requirements of any exchange upon which the Company’s common stock is traded, the Audit Committee may form and delegate authority to subcommittees consisting of one or more members when appropriate, including the authority to grant preapprovals of audit and permitted non-audit services, provided that decisions of such delegatee to grant preapprovals shall be presented to the full Audit Committee at its next scheduled meeting.
  3. Review and discuss with the independent auditor (and separately with management) the matters required to be discussed by Statement on Auditing Standards No. 61 relating to the conduct of the audit. This review shall include:
    • The adequacy of the Company’s internal controls and the fullness and accuracy of the
    • Company’s financial statements;
    • Whether there have been (and if so, the nature of) any audit problems or difficulties and any related responses by management;
    • Confirmation that management is not placing any restrictions on the scope of the independent auditors’ work or their access to information;
    • Any significant disagreements with management and management’s response;
    • Inquiry as to any accounting adjustments noted or proposed by the independent auditors but “passed” (as immaterial or otherwise) and any communications between the audit team and the audit firm’s national office regarding auditing or accounting issues raised in connection with the Company’s audit;
    • Discussion of any “management” or “internal control” letters issued or proposed to be issued by the independent auditors to the Company, as well any other material written communications between the independent auditors and management; and
    • Discussion of the responsibilities, budget and staffing of the Company’s internal accounting function and the adequacy and appropriateness thereof.
  1. Review and evaluate the lead partner of the independent auditor team and ensure the rotation of the audit partners as required by law. Consider whether, in order to assure continuing auditor independence, it is appropriate to adopt a policy of rotating the independent auditing firm on a regular basis.
  2. Obtain and review a report from the independent auditor at least annually regarding (a) the independent auditor’s internal quality-control procedures, (b) any material issues raised by the most recent internal quality-control review, or peer review, of the firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more independent audits carried out by the firm, (c) any steps taken to deal with any such issues, and (d) all relationships between the independent auditor and the Company consistent with Independence Standards Board Standard No. 1. The Audit Committee shall evaluate the qualifications, performance and independence of the independent auditor, including considering whether the auditor’s quality controls are adequate and the provision of permitted non-audit services is compatible with maintaining the auditor’s independence, taking into account the opinions of management and internal auditors. The Audit Committee shall present its conclusions with respect to the independent auditor to the Board.
  1. Recommend to the Board policies for the Company’s hiring of employees or former employees of the independent auditor who participated in any capacity in the audit of the Company.

B. Financial Statement and Disclosure Matters

  1. Review and discuss with management and the independent auditor the annual audited financial statements, including disclosures made in management’s discussion and analysis (“MD&A”), the critical accounting estimates employed in the MD&A and inquire whether such financial statements and any related notes are prepared in accordance with U.S. generally accepted accounting principles and, together with such MD&A, are consistent with the information known to Audit Committee members, and recommend to the Board whether the audited financial statements should be included in the Company’s Form 10-K.
  2. Review and discuss with management and the independent auditor the Company’s quarterly financial statements, related notes, the MD&A and the critical accounting estimates employed in the MD&A prior to the filing of its Form 10-Q, including the results of the independent auditor’s review of the quarterly financial statements and inquire whether such financial statements and any related notes are prepared in accordance with U.S. generally accepted accounting principles and, together with such MD&A, are consistent with the information known to Audit Committee members.
  3. In consultation with the independent auditors, the Audit Committee shall review the adequacy and integrity of the organization’s financial reporting and business control processes, both internal and external. Discuss with management and the independent auditor significant financial reporting issues and judgments made in connection with the preparation of the Company’s financial statements, including any significant changes in the selection or application of accounting principles, any major issues as to the adequacy of the Company’s internal controls and any special steps adopted in light of material control deficiencies or significant changes thereto.
  4. Review the independent auditors’ judgments about the quality and appropriateness of the Company’s accounting principles and approve significant changes to the Company’s auditing and accounting principles and practices as suggested by the independent auditors or management. Evaluate with management and the independent auditors, on an independent basis, the implementation of changes or improvements in financial or accounting practices as approved by the Audit Committee.
  5. Review and discuss periodic reports from the independent auditors on: (a) all critical accounting policies and practices to be used; (b) all alternative treatments of financial information within generally accepted accounting principles that have been discussed with management, ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the independent auditor; and (c) other material written communications between the independent auditor and management, such as any management letter or schedule of unadjusted differences.
  6. Discuss with management (on a pre-issuance basis) (a) the Company’s earnings press releases, financial information and earnings guidance provided to analysts and rating agencies; (b) significant financial reporting matters to be disclosed in any Commission filings, such as a change in accounting principles or extraordinary and non-recurring items and transactions; and (c) significant matters to be disclosed in Form 8-K filings with the Commission.
  7. Discuss with management and the independent auditor the effect of regulatory and accounting initiatives including the Company’s use, if any, of “pro forma” or “adjusted” non-GAAP financial information and off-balance sheet structures on the Company’s financial statements.
  8. Review and evaluate the Company’s policies and practices with respect to risk assessment and risk management, including the Company’s major financial risk exposures and litigation and insurance management processes and review steps taken by management to monitor and control such exposures. If appropriate, initiate special investigations into matters within the Audit Committee’s scope of responsibilities or as delegated by the Board of Directors.
  9. If applicable, review the appointment and replacement of the senior internal accounting personnel and the organizational structure, and qualifications of the internal accounting department.

C. Ethical and Legal Compliance; Additional Responsibilities

  1. Establish, review and update periodically a Code of Ethics compliant with Commission regulations and applicable to all employees, including the Company’s principal executive officer, senior financial officers and directors; ensure that management has established a system to enforce this Code; and review management’s monitoring of compliance with the Code of Ethics. Determine whether to grant any waivers of or approve any other deviations from the Company’s Code of Ethics, including those concerning related party transactions.
  2. Review with management and the organization’s counsel, legal compliance matters including corporate securities trading policies and any other legal matter, including material litigation or special investigations that could have a significant impact on the organization’s policies or financial statements to ensure that reports and other information disseminated to governmental organizations or the public satisfy legal requirements.
  3. Obtain from the independent auditor assurance that Section 10A(b) of the Exchange Act (“Required Response to Audit Discoveries”) has not been implicated.
  4. Establish procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters, and the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters.
  1. Evaluate, approve, and monitor on an ongoing basis any related party transactions.
  2. Report to the Board on a regular basis about the Audit Committee’s activities and make appropriate recommendations. Review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval. Conduct an annual self-evaluation to assess the Audit Committee’s effectiveness.
  3. The Audit Committee shall have the authority, to the extent it deems necessary or appropriate and without obtaining specific Board approval, to retain independent legal, accounting or other advisors. The Company shall provide for appropriate funding, as determined by the Audit Committee, for payment of compensation to the independent auditor for the purpose of rendering or issuing an audit report and to any advisors employed by the Audit Committee.
  4. Prepare the reports required by the rules of the Commission which are required to be in the Company’s annual proxy statement and other reports filed pursuant to the Exchange Act and the rules and regulations promulgated thereunder by the Commission.
  5. Perform any other activities consistent with this Charter, the Company’s By-laws and governing law, as the Audit Committee or the Board deems necessary or appropriate.

Charter of the Management Resources and Compensation Committee

I. PURPOSE

The purpose of the Management Resources and Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of AEON Global Health Corp., Inc. (the “Company”) is to discharge the Board’s responsibilities relating to executive compensation and to (a) review the performance and development of Company management in achieving corporate goals and objectives; (b) to assure that senior executives of the Company are compensated effectively in a manner consistent with the strategy of the Company, competitive practice, and the requirements of the appropriate regulatory bodies; and (c) review and make recommendations to the Board regarding employee benefit policies and programs, incentive compensation plans, equity-based plans and succession planning for the Company’s executive team. Toward these ends, the Committee will oversee, review and administer all compensation, equity and employee benefit plans and programs.

II. COMMITTEE MEMBERSHIP

The Committee will consist of not less than two directors, each of whom will be an “independent director” as required by the applicable rules of any exchange on which the Company’s securities are traded, a “non-employee director” within the meaning of Rule 16b-3 issued by the Securities and Exchange Commission (“SEC”), and an “outside director” within the meaning of Section 162(m) of the Internal Revenue Code, as amended. Each Committee member will be subject to annual reconfirmation and may be removed by the Board of Directors (the “Board”) at any time.

III. COMMITTEE STRUCTURE AND OPERATIONS

The Board shall designate one member of the Committee as its chairperson. The Committee shall meet in person or via teleconference at least three times per year at a time and place determined by the Committee chairperson, with further meetings to occur, or actions to be taken by unanimous written consent, when deemed necessary or desirable by the Committee or its chairperson.

The Committee may request any officer or employee of the Company or the Company’s outside counsel to attend a meeting of the Committee or to meet with any members of, or consultants to, the Committee. The Committee shall meet without the presence of the Company’s chief executive officer (“CEO”) when approving or deliberating on the CEO’s compensation but may, in its or their discretion, invite the CEO to be present during the approval of, or deliberations with respect to, compensation for the Other Executive Officers. The Committee shall hold executive sessions without management present.

Meetings of the Committee shall be called by the Chairman thereof upon not less than 24 hours notice. Notice shall be sufficient if delivered verbally or by fax communication or by ordinary mail and shall be held at such place as the Chairman may designate in the notice. A quorum of the Committee shall consist of a majority of the members of the Committee then constituting the Committee. The Committee shall act and adopt and/or authorize all action by either (i) a majority vote of its members present at a meeting where a quorum is present (unless a greater vote is required by law, rule, regulation, listing standard or the Company’s Certificate of Incorporation or Bylaws) or (ii) upon the unanimous written consent of all of the members of the Committee then constituting the Committee. Minutes of each meeting will be duly filed in the Company records. The compensation of the Committee’s members shall be as determined by the Board of Directors of the Company. The Committee may delegate specific tasks to its Chairperson or a sub-committee consisting of at least two Committee members, provided that no such delegation shall be permitted if the authority is required by law, rule, regulation, listing standard or the Company’s Certificate of Incorporation or Bylaws to be exercised by the Committee as a whole.

IV. COMMITTEE DUTIES AND RESPONSIBILITIES

The following are the duties and responsibilities of the Committee:

  1. Review and, as appropriate, discuss with Management and the Board the objectives, philosophy/strategy, structure, cost and administration of the Company’s executive compensation and employee benefit policies and programs. In making such review, the Committee shall consider peer group compensation comparisons.
  2. No less than annually, review and approve, with respect to the CEO and the other officers designated as Section 16 officers for purposes of the Securities Exchange Act of 1934 (“Other Executive Officers”), (a) all elements of compensation, (b) incentive compensation targets, (c) any employment agreements, severance agreements and change in control agreements or provisions, in each case as, when and if appropriate, and (d) any special or supplemental benefits, including special perquisites, special cash payments and other special compensation and benefit arrangements for the Company’s Executive Officers. In making such review with respect to the CEO, the Committee shall consider and approve corporate goals and objectives relevant to the compensation of the CEO and evaluate the performance of the CEO in light of accomplishment of the prior year’s goals and objectives. The Committee, in connection with its responsibilities contemplated by this paragraph, shall have the further authority to negotiate and enter into employment agreements, severance agreements, change in control agreements, deferred compensation agreements or similar arrangements with the CEO or Other Executive Officers of the Company, and any amendments to such agreements and to determine compensation including bonuses and compensation arising out of such agreements and otherwise.
  3. Review and recommend compensation for non-employee members of the Board, including but not limited to the following elements: retainer, meeting fees, committee fees, committee chair fees, equity or stock compensation, benefits and perquisites.
  4. Make recommendations to the Board with respect to the Company’s incentive compensation plans and equity-based plans, including stock option and restricted stock plans, employee stock purchase plans and other major long-term incentive plans, applicable to directors, executives and/or non-executive employees of the Company.
  5. Make and approve stock option grants and other discretionary equity awards under the Company’s stock option or other equity incentive plans to all persons who are Board members or Executive Officers. Grant stock options and other equity-based discretionary awards under the Company’s stock option or other equity incentive plans to all other eligible individuals in the Company’s service. Subject to Delaware General Corporate Law, the Committee may delegate to one or more corporate officers designated by the Committee the authority to make grants to eligible individuals (other than any such corporate officer) who are not Executive Officers, provided that the Committee shall have fixed the price (or a formula for determining the price) and the vesting schedule for such grants, approved the form of documentation evidencing such grants, and determined the appropriate number of shares or the basis for determining such number of shares by position, compensation level or category of personnel. Any corporate officer(s) to whom such authority is delegated shall regularly report to the Committee the grants so made. Any such delegation may be revoked at any time by the Committee.
  6. Amend the provisions of the Company’s stock option or other equity incentive plans, to the extent authorized by the Board, and make recommendations to the Board with respect to incentive compensation and equity-based plans. Approve the foregoing for submission to the shareholders.
  7. Recommend to the Board for its approval a succession plan for the CEO developed by Management and approved by the Committee, addressing the policies and principles for selecting a successor to the CEO, both in an emergency situation and in the ordinary course of business.
  8. Review programs created and maintained by Management for the development and succession of Other Executive Officers and any other individuals identified by Management or the Committee.
  9. Review the establishment, amendment and termination of employee benefits plans, recognizing that certain authority to amend the plans may be delegated to Members of Management in the plans. Review employee benefit plan operations and administration, recognizing that certain authority related to the operation and administration of the plans may have been delegated to members of Management.
  10. Review compensation practices for incentives that may promote inappropriate risk taking, and any mitigating factors that the Company has or should consider implementing, such as policies requiring clawbacks or imposing holding periods and no less frequently than annually, provide oversight and assistance, for and among management and the Board, with respect to the analysis as to whether the Company’s compensation policies and practices create risks, including risks that are reasonably likely to have a material adverse effect on the Company.
  11. The Committee shall review and recommend for approval by the Board how frequently the Company should permit stockholders to have an advisory vote on executive compensation (a say on pay) taking into account the results of stockholder votes on the frequency of say on pay resolutions at the Company. The Committee also shall review the results of say on pay resolutions, including in relation to golden parachutes, if any, and consider whether to make any adjustments to the Company’s executive compensation policies and practices.
  12. To the extent required by the applicable law or regulation, including the rules and standards of the NASDAQ Stock Market (or any other exchange or market on which the Company’s securities may be listed for trading), the Committee shall conduct the independence analysis and to consider the factors described in Rule 10C-1 promulgated under the Exchange Act, before retaining compensation consultants, legal, accounting or other experts.
  13. Any other duties or responsibilities that is either (i) expressly delegated to the Committee by the Board from time to time relating to the Committee’s purpose or (ii) that is otherwise required by applicable law, rules or regulations (including the rules of any exchange or market on which the Company’s securities are traded) which is consistent with this Charter, the Company’s Bylaws and governing law that the Committee or the Board deems necessary or appropriate.
  14. At least annually, review the adequacy of this Charter and recommend any proposed changes to the Board for its approval.
  15. Notwithstanding the foregoing, any action of the Committee, other than the grant of stock options or other equity-based discretionary awards under the Company’s stock option or other equity incentive plans, may be subject to Board review and may be revised, modified or rescinded by the Board.
V. COMMITTEE REPORTS

The Committee shall produce the following reports and provide them to the Board:

  1. Assist in the preparation of any required “Compensation Discussion and Analysis” and the related “Compensation Committee Report” for inclusion in the Company’s annual proxy statement and Form 10-K, subject to and in accordance with the rules of the Securities and Exchange Commission. The Committee shall review and discuss any required Compensation Discussion and Analysis with management each year prior to preparing any required Compensation Committee Report, shall approve any required Compensation Discussion and Analysis and shall determine whether or not to recommend to the Board that any required Compensation Discussion and Analysis be included in the Company’s proxy statement and/or 10-K.
  2. An annual evaluation of the Committee to determine whether to recommend to the Board any amendments to the Charter or the composition of the Committee.
  3. A summary of the matters discussed, material reviewed and actions taken at each Committee meeting, which shall be presented to the Board at its next meeting. The Committee shall have responsibility for the review and approval of all reports and summaries of compensation policies and decisions as may be appropriate for operational purposes or as may be required under applicable law.
VI. RESOURCES AND AUTHORITY OF THE COMMITTEE

The Committee shall have the sole authority, at the Company’s expense, to retain and terminate any compensation consultant to be used to assist in the evaluation of director, CEO or Other Executive Officer compensation or employee benefit plans, and shall have sole authority to approve the consultant’s fees and other retention terms. The Committee shall also have the authority, at the Company’s expense, to obtain advice and assistance from internal or external legal, accounting or other experts, advisers and consultants to assist in carrying out its duties and responsibilities, and shall have the sole authority to retain and terminate, and to approve the fees and other retention terms for any external experts, advisers or consultants. To the extent the Committee engages any consultants or legal, accounting or other experts, the Committee shall be directly responsible for the oversight of such advisor’s work. The Company shall provide for appropriate funding, as determined by the Committee, for payment of compensation to the compensation consultants and to any advisors employed by the Committee. The Committee shall further have full access to the Company’s executives and personnel as necessary to carry out its responsibilities.

Amended: June 25, 2013

Nominating and Corporate Governance Committee Charter

A. PURPOSE AND SCOPE

The primary function of the Nominating and Corporate Governance Committee (the “Committee”) is to assist the Board of Directors (the “Board”) of AEON Global Health Corp. (the “Company”) in fulfilling its responsibilities by:

  • Reviewing and making recommendations to the Board regarding the Board’s composition and structure, establishing criteria for Board membership and evaluating corporate policies relating to the recruitment of Board members.
  • Establishing, implementing and monitoring policies and processes regarding principles of corporate governance in order to ensure the Board’s compliance with its fiduciary duties to the Company and its shareholders.
  • Making recommendations regarding proposals submitted by shareholders of the Company.
B. COMPOSITION AND MEETINGS

The Committee shall be comprised of a minimum of two members of the Board as appointed by the Board, each of whom shall meet any independence requirements promulgated by the Securities and Exchange Commission, the National Association of Securities Dealers, any exchange upon which securities of the Company are traded, or any governmental or regulatory body exercising authority over the Company (collectively a “Regulatory Body”), and each member of the Committee shall be free from any relationship that, in the opinion of the Board, would interfere with the exercise of his or her independent judgment as a member of the Committee.

 

The members of the Committee shall be elected by the Board and shall serve until their successors shall be duly elected and qualified or until their earlier resignation or removal. Unless a Chair is elected by the full Board, the members of the Committee may designate a Chair by majority vote of the full Committee membership.

The Committee shall meet in person or telephonically at least three times per year at a time and place determined by the Committee chairperson, with further meetings to occur, or actions to be taken by unanimous written consent, when deemed necessary or desirable by the Committee or its chairperson.

The Committee shall report its actions to the Board and keep written minutes of its meetings which shall be recorded and filed with the books and records of the Company. The Committee may request any officer or employee of the Company or the Company’s outside counsel to attend a meeting of the Committee or to meet with any members of, or consultants to, the Committee.

C. RESPONSIBILITIES AND DUTIES

To fulfill its responsibilities and duties the Committee shall:

  1. Determine, from time to time as appropriate, the criteria for qualification and selection of directors for election to the Board. The Committee shall also assist the Board in developing a strategy to attract and retain qualified members for the Board.
  2. Review the composition and size of the Board in order to ensure that the Board is comprised of members reflecting the proper expertise, skills, attributes and personal and professional backgrounds for service as a director of the Company, as determined by the Committee.
  3. Develop and recommend to the Board for approval standards and processes for determining the independence of Board members that meet the requirements that may be adopted, from time to time, by any Regulatory Body or required by law. In addition, in accordance with such processes and using such standards, the Committee shall conduct a preliminary review of the independence of each Director and provide its findings and make appropriate recommendations to the Board.
  4. Evaluate the performance of current Board members proposed for reelection, and make recommendations to the Board regarding the appropriateness of members of the Board standing for reelection.
  5. Evaluate and, if deemed necessary, recommend the termination of Board membership of any director in accordance with corporate governance principles adopted by the Board or required by law or any Regulatory Body, for cause or for other appropriate reason.
  6. Review and recommend to the Board an appropriate course of action upon the resignation of current Board members, or any planned expansion of the Board, and review the qualifications, experience and fitness for service on the Board of any potential new members of the Board.
  7. Evaluate and recommend to the Board the appointment of Board members to committees of the Board.
  8. Identify, evaluate and approve a slate of nominees for election to the Board and, as may be necessary, nominees to fill any vacancies on the Board, and review the qualifications, experience and fitness for service on the Board of any potential members of the Board.
  9. Review all stockholder proposals submitted to the Company (including any proposal relating to the nomination of a member of the Board) and the timeliness of the submission thereof and recommend to the Board appropriate action on each such proposal.
  10. To the extent deemed necessary by the Committee, engage outside counsel and/or independent consultants to review any matter under its responsibility.
  11. Develop and oversee the operation of an orientation program for new directors and determine whether and what form of continuing education for Directors is appropriate.
  12. Develop and recommend to the Board, written corporate governance principles, including all subjects required to be addressed by any Regulatory Body or applicable law, and any other matters deemed appropriate by the Committee.
  13. Periodically review the adequacy and appropriateness of the Company’s corporate governance principles, including Board processes, and make recommendations to the Board concerning any amendments to those principles.
  14. Review material breaches of the governance principles and recommend to the Board appropriate action in response to such breaches.
  15. At least once every three years, review and make recommendations to the Board regarding the components and amount of Board compensation.
    16. Take such other actions regarding the Company’s corporate governance that are in the best interests of the Company and its shareholders as the Committee shall deem appropriate or as shall otherwise be required by any Regulatory Body and any other duties or responsibilities expressly delegated to the Committee by the Board from time to time relating to the Committee’s purpose.
D. COMMITTEE REPORTS

The Committee shall produce the following reports and provide them to the Board:

  1. An Annual Report of the Committee to the Board, which shall include an annual performance evaluation of the Committee’s work, including an evaluation of whether the Committee has performed its duties and met its responsibilities as required by this Charter. As part of the performance evaluation, the Committee shall also consider and recommend to the Board any improvements to the Charter deemed appropriate by the Committee.
  2. A summary of the matters discussed, material reviewed and actions taken at each Committee meeting, which shall be presented to the Board at its next meeting.
E. RESOURCES AND AUTHORITY OF THE COMMITTEE

The Committee shall also have the authority to obtain advice and assistance from internal or external legal, accounting or other experts, advisors and consultants to assist in carrying out its duties and responsibilities, and shall have the authority to retain and approve the fees and other retention terms for any external experts, advisors or consultants.