Notes:

• Audit Committee:
  • Mandate: Oversees financial reporting integrity, internal controls, internal/external audit functions, and compliance with legal/regulatory requirements.
  • Composition: 100% independent directors; at least one “Financial Expert” (as defined by SEC).
  • Key Role: Directly appoints, compensates, and oversees the independent auditor. Reviews the scope of the audit and any non-audit services.
• Compensation Committee:
  • Mandate: Sets executive compensation, reviews compensation philosophy, and ensures alignment with long-term strategy and risk.
  • Composition: 100% independent directors.
  • Key Role: Engages independent compensation consultants to avoid conflicts. Oversees “Say on Pay” votes and clawback policies.
• Nominating/Governance Committee:
  • Mandate: Leads director recruitment, board evaluations, and governance policy development.
  • Composition: 100% independent directors.
  • Key Role: Ensures board diversity and refreshment; oversees the annual self-assessment process.
• Risk Committee:
  • Mandate: (Optional but recommended for complex firms) Oversees the enterprise risk management (ERM) framework, including cyber, geopolitical, and operational risks.
  • Composition: Independent directors with relevant risk expertise.
  • Key Role: Ensures risk oversight is integrated with strategy and that management has robust risk identification and mitigation processes.