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Governance Committee Guidelines

Purpose and Objectives

1.1 Purpose:

  • The Governance Committee ("Committee") is established to assist the Board of Directors in fulfilling its oversight responsibilities relating to corporate governance, Board composition, and ethical practices.

1.2 Objectives:

  • Ensure effective governance practices that promote transparency, accountability, and ethical conduct.

  • Assess and enhance the composition, structure, and effectiveness of the Board of Directors.

  • Develop and maintain corporate governance policies and guidelines.

Committee Composition and Meetings

2.1 Composition:

  • The Committee shall consist of at least two members, all of whom shall be independent directors.

  • The Committee Chair shall be appointed by the Board and shall have a strong understanding of corporate governance principles and best practices.

2.2 Meetings:

  • The Committee shall meet at least twice annually, or more frequently as necessary.

  • Additional meetings may be called by the Committee Chair or upon request of any Committee member or management.

  • Adequate notice and supporting materials shall be provided for all meetings.

Responsibilities and Duties

3.1 Board Composition and Succession:

  • Assess the composition, skills, and experience of the Board, ensuring it reflects the company's strategic objectives.

  • Identify potential candidates for Board positions, considering diversity, expertise, and independence.

  • Develop and maintain a succession plan for key Board roles, including the Chair and Committee Chairs.

3.2 Board Effectiveness and Evaluation:

  • Conduct regular assessments of the Board's performance, effectiveness, and contributions.

  • Evaluate Board committees, their charters, and the performance of individual committee members.

  • Recommend changes to enhance Board performance and governance practices.

3.3 Corporate Governance Policies and Guidelines:

  • Develop and review the company's corporate governance policies and guidelines.

  • Monitor and ensure compliance with applicable laws, regulations, and governance standards.

  • Regularly assess and update governance practices to reflect evolving best practices.

3.4 Ethical Practices and Code of Conduct:

  • Oversee the company's code of conduct and ethics policies.

  • Promote a culture of integrity, transparency, and ethical behavior throughout the organization.

  • Establish processes for reporting and addressing ethics violations or concerns.

Resources and Authority

4.1 Resources:

  • The Committee shall have the authority to engage independent advisors or consultants as necessary to fulfill its responsibilities.

  • The company shall provide adequate resources, budget, and support staff to assist the Committee in carrying out its duties.

4.2 Authority:

  • The Committee shall have the authority to access all company records, systems, and personnel necessary to perform its duties.

  • The Committee's recommendations and findings shall be presented to the Board for consideration and appropriate action.

These guidelines outline the roles, responsibilities, and duties of the Governance Committee of Killay Corp. They are designed to promote effective corporate governance practices, Board excellence, and ethical conduct throughout the organization.

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