Audit Committee
Chair: Charles C. Lucas III
Members: Mustafa Chagani
Financial Expert: Charles C. Lucas III
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
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.
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.
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.
To fulfill its responsibilities and duties the Audit Committee shall undertake the following:
A. Independent Auditors
B. Financial Statement and Disclosure Matters
C. Ethical and Legal Compliance; Additional Responsibilities
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.
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.
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.
The following are the duties and responsibilities of the Committee:
The Committee shall produce the following reports and provide them to the Board:
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
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:
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.
To fulfill its responsibilities and duties the Committee shall:
The Committee shall produce the following reports and provide them to the Board:
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.