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The role of the Advisory Board Members is to oversee senior management in the ethical operation of the company and to ensure actions taken are the best interest of shareholders and stakeholders. To meet the requirements of this role, board members are expected to be engaged and proactive in their position.
Each advisory board member is appointed for a 3 year term. At the end of the 3 year term, the advisory board member may be reappointed.
The selection of an advisory board member is based on the individual’s background, skills and abilities, and whether such characteristics qualify the individual to effectively serve as a member of the advisory board. The selection criteria for an advisory board member include their character, independence, relevant skills, diversity, demonstrated leadership, and financial literacy.
Advisory board members are independent.
The Advisory Board will meet at least four times annually. From time to time, special meetings may be called. Members are expected to attend each meeting and to invest the time and effort necessary to understand the Company’s business, opportunities, and challenges.
The basic duties of the advisory board members include being prepared for and attending Advisory Board meetings and actively participating in discussions. Advisory board members are also expected to make themselves available outside of Advisory Board meetings for advice and consultation. A member who is unable to attend a meeting should notify the Founder in advance of the meeting.
Advisory board members receive no compensation.
An advisory board member who intends to resign or retire must provide written notice to management within 30 days of the effective date. The written notice must state the effective date of the resignation or retirement.
H. Ethics and Conflicts of Interest
Advisory Board members are expected to avoid any behavior or action that conflicts with the interests of the Company or gives the appearance of a conflict. Whether it is an actual or potential conflict of interest, it must be immediately reported by the advisory board member to management. The existence of any material conflicts must be resolved, or the advisory board member must resign. If an advisory board member has a personal interest in a matter before the Advisory Board, the advisory board member must disclose the interest to the Board, excuse himself or herself from discussion, and abstain from voting on the matter.
The Advisory Board should undertake an annual evaluation of the Advisory Board as well as each advisory board member to determine whether the advisory board in its capacity is functioning effectively.