Alliance Entertainment Holding Corp 10-K for FY2025

Alliance Entertainment Holding Corp (AENT)

10-K 2025-09-10 For: 2025-06-30

Added on April 07, 2026

About this 10-K

Alliance Entertainment Holding Corp filed this 10-K on September 10, 2025, covering the fiscal year ended June 30, 2025 (FY2025).

Headline figures

Fiscal year ended June 30, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $2.7M; down 67.9% from $8.4M a year earlier
Net income: $15.08M; up 229.1% from net income of $4.58M a year earlier
Diluted EPS: $0.30; up 233.3% from $0.09 a year earlier

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Title:	Trading Symbol	Name of Exchange on which registered
Class A common stock, par value $0.0001 per share	AENT	The Nasdaq Stock Market LLC
Redeemable warrants, exercisable for shares of Class A common stock at an exercise price of $11.50 per share	AENTW	The Nasdaq Stock Market LLC

	Large accelerated filer ☐	Accelerated filer ☐
	Non-accelerated filer ☒	Smaller reporting company ☒
		Emerging growth company ☒

		Page
Part I.
Item 1.	Business	1
Item 1A.	Risk Factors.	12
Item 1B.	Unresolved Staff Comments.	42
Item 1C.	Cybersecurity	42
Item 2.	Properties	42
Item 3.	Legal Proceedings	42
Item 4.	Mine Safety Disclosure	43
Part II.
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	44
Item 6.	Selected Financial Data.	44
Item 7.	Management’s Discussion and Analysis Of Financial Condition and Results Of Operations	44
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	53
Item 8.	Financial Statements and Supplementary Data	53
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	53
Item 9A.	Controls and Procedures	53
Item 9B	Other Information.	55
Part III.
Item 10	Directors, Executive Officers and Corporate Governance.	56
Item 11	Executive Compensation.	61
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	66
Item 13	Certain Relationships and Related Transactions.	68
Item 14	Principal Accountant Fees and Services.	70
Part IV.
Item 15	Exhibits, Financial Statement Schedules.	71
Item 16	Form 10-K Summary.	75
SIGNATURES		76

	●	Risks related to market acceptance and growth opportunities.
	●	Potential changes in laws or regulations.
	●	Supply chain disruptions and increased costs.
	●	Dependence on key suppliers and customers.
	●	Risks related to our significant indebtedness and compliance with debt covenants.
	●	Litigation and regulatory risks.
	●	Economic factors such as inflation and interest rates.
	●	Challenges in retaining key personnel.
	●	Cybersecurity threats and IT infrastructure issues.
	●	Environmental, safety, and product liability concerns.
	●	Risks related to potential acquisitions.
	●	Changes in U.S. tax laws.
	●	Risks Related to International Trade Policies and Tariffs.

	■	Alliance Home Entertainment, the exclusive distributor of Paramount Pictures’ physical media content as of January 1, 2025, offering full-service support across production, marketing, and retail execution.

	■	Alliance Authentic, a new division focused on licensed collectibles and branded merchandise, including partnerships with Handmade by Robots, Master Replicas, and Wētā Workshop.

	●	Gaming Products: For the fiscal year ended June 30, 2025, gaming represented approximately 24% of Alliance revenues on a consolidated basis. Leading products distributed are Nintendo, Microsoft, Arcade1Up, and third-party video game publishers. For the year ended June 30, 2024, gaming represented approximately 31% of Alliance revenues on a consolidated basis.

	●	Vinyl Records: For the fiscal year ended June 30, 2025, vinyl represented approximately 32% of all Company revenues on a consolidated basis. For the year ended June 30, 2024, vinyl represented approximately 30% of Alliance revenues on a consolidated basis.

	●	Digital Video Discs (DVD)/Blu-Ray/UltraHD: Sales for the fiscal year ended June 30, 2025, represented approximately 26% of Alliance’s consolidated revenue. For the year ended June 30, 2024, DVD, Blu-Ray and UltraHD represented approximately 19% of Alliance revenues on a consolidated basis.

	●	Compact Discs: CDs for the fiscal year ended June 30, 2025, represent approximately 12% of Alliance’s consolidated revenue. For the year ended June 30, 2024, CDs represented approximately 12% of Alliance revenues on a consolidated basis.

	●	Collectables and Electronics: Sales in Collectables and Consumer Electronics represented approximately 4% of the Company consolidated revenue for the fiscal year ended June 30, 2025, and approximately 4% of Alliance revenues on a consolidated basis for the year ended June 30, 2024.

	●	Advanced product search and personalized selection tools

	●	Integrated marketing and customer relationship management (CRM) tools supporting multi-channel retailer marketplaces

	●	Conversational commerce and Fintech solutions providing diverse payment options

	●	Self-service purchasing and 24/7 customer support

	●	Packaged Goods consisting of licensed physical media and entertainment content;

	●	Gaming Consoles and Accessories; and

	●	Licensed Toys and Collectables.

	●	Proven Management Experience and Equity Rollover. With over 30 years of operations and experience, Alliance management has extensive knowledge and is rolling over all their equity in the Business Combination in preparation to lead the Company towards future growth.

	●	Significant barriers to entry and market leadership. Alliance is a leader in fulfillment and e-commerce distribution with over 340,000 SKUs in stock. The company’s market leadership is further protected by a three-pronged moat of services, selection, and technology. The company’s platforms create efficiencies that benefit its partners in the physical media and entertainment marketplace. As a result, both suppliers and retail customers rely on the company’s platforms to drive transaction volume.

	●	Strategic Partnerships with Major Content Providers. Through Alliance Home Entertainment, the Company has established strong distribution relationships with major studios and independent content owners. Most recently, the Company secured an exclusive distribution agreement with Paramount Home Entertainment, reinforcing Alliance’s role as a key physical media partner and unlocking new growth opportunities within the home entertainment segment.

	●	Expansion into Premium Collectibles and Licensed Merchandise Alliance Authentic, the Company’s newest division, is focused on delivering curated, premium collectible products through exclusive licensing partnerships and proprietary brands. This leverages Alliance’s core distribution infrastructure and deep relationships in entertainment to capitalize on the growing demand for pop culture merchandise.

	●	Organic Growth Opportunities. Alliance will seek to grow revenue and expand margins through the expansion of partnerships with vendors and customers and investment in existing facilities.

	●	Proven track record of building scale through significant acquisitions. Since its inception, Alliance has successfully acquired and integrated ten businesses that have greatly expanded the vendors and customers we are supporting. This M&A activity has built scale and added capabilities to the Company’s platforms. Further, Alliance has demonstrated an ability to integrate those companies into its existing platforms to fundamentally improve the acquired businesses. Alliance management believes significant consolidation opportunities remain to drive future growth by acquiring complementary businesses and competitors.

	●	Modern technology distribution platform and interface. The Company’s technology platform increases transaction efficiency, provides great mobile accessibility, and incorporates modern marketing and Fintech tools.

	●	Execute Acquisition Strategy. Alliance has a proven track record of successfully acquiring and integrating competitors and complementary businesses. With additional capital, Alliance will be able to execute its acquisition strategy more effectively.

	●	Increase Market Share. Expanding its existing product and service offerings and executing its acquisition strategy will drive Alliance’s efforts toward increasing market share. The Company has historically built scale and added capabilities through acquisitions. It has demonstrated an ability to execute accretive and synergistic acquisitions as well as integrate and fundamentally improve the acquired businesses. Alliance expects to continue pursuing strategic opportunities that strengthen its platforms, expand the breadth and depth of its content, and enhance its distribution infrastructure. Alliance will continue to actively monitor and evaluate these and future opportunities in its acquisition pipeline in both the near and mid-term.

	●	Enhance Direct to Consumer (DTC) Relationships and Capabilities. Alliance’s DTC services are in greater demand as consumer preferences shift and stress retailers’ e-commerce and DTC capabilities. Enhancing DTC relationships will grow existing revenue lines and improving capabilities will generate a more attractive overall service offering.

	●	Expand into New Consumer Products. Leveraging existing relationships, Alliance can expand into new consumer product segments, growing its product offering and providing more to its existing customer base while attracting new customers in the process.

	●	Continuing Technological Advancement. Alliance will further invest in automating facilities and upgrading proprietary software.

		Capitalize on Strategic Studio Partnerships. Building on our exclusive distribution agreement with Paramount Home Entertainment through Alliance Home Entertainment, we intend to develop additional studio partnerships to expand our footprint in the physical media market and strengthen our position as a preferred content distribution partner.

	●	If Alliance fails to respond to or capitalize on the rapid technological development in the music, video, gaming, and entertainment industry, including changes in entertainment delivery formats, its business could be harmed.

	●	If Alliance does not successfully optimize and operate its fulfillment network, its business could be harmed.

	●	Disruptions in Alliance’s supply chain have increased product expenditures and could result in an adverse impact on results of operations.

	●	Inflation could cause Alliance’s product costs and operating and administrative expenses to grow more rapidly than net sales, which could result in lower gross margins and lower net earnings.

	●	Weakness in the economy, market trends and other conditions affecting the profitability and financial stability of Alliance’s customers could negatively impact Alliance’s sales growth and results of operations.

	●	Our expansion places a strain on our management, operational, financial, and other resources.

	●	Our expansion into new products, services, technologies, and geographic regions subjects us to additional business, legal, financial, and competitive risks;

	●	Our business will suffer if we are not successful in developing and expanding our partner brands across our consumer base.

	●	Consumer interests change rapidly and acceptance of products and entertainment offerings are influenced by outside factors;

	●	If we are unable to navigate through global supply chain challenges, our business may be harmed;

	●	If we are unable to adapt our business to the continued shift to ecommerce, our business may be harmed;

	●	Our business, including our costs and supply chain, is subject to risks associated with sourcing, manufacturing, warehousing, distribution and logistics, and the loss of any of our key suppliers or service providers could negatively impact our business;

	●	We face significant inventory risk;

	●	We rely on third-party suppliers, labels, studios, publishers, suppliers, retail and ecommerce partners and other vendors, and they may not continue to produce products or provide services that are consistent with our standards or applicable regulatory requirements, which could harm our brand, cause consumer dissatisfaction, and require us to find alternative suppliers of our products or services;

	●	Alliance’s existing and any future indebtedness could adversely affect its ability to operate its business;

	●	Covenants and events of default under Alliance’s Credit Facility could limit our ability to undertake certain types of transactions and adversely affect our liquidity;

	●	Our indebtedness may limit our availability of cash, cause us to divert cash to fund debt service payments or make it more difficult to take certain other actions;

	●	If we were unable to obtain or service our other external financings, or if the restrictions imposed by such financing were too burdensome, our business would be harmed;

	●	Alliance has engaged in transactions with related parties, and such transactions present possible conflicts of interest that could have an adverse effect on our business and results of operations;

	●	We might not be able to obtain or maintain the listing of our Class A common stock on the Nasdaq Capital Market;

	●	We are subject to risks arising from international trade policies, including the imposition of new or increased tariffs on imported goods.

	●	our ability to retain and increase sales to existing customers, attract new customers, and satisfy our customers’ demands;

	●	our ability to retain and expand our network of customers;

	●	our ability to offer products on favorable terms, manage inventory, and fulfill orders;

	●	the introduction of competitive stores, websites, products, services, price decreases, or improvements;

	●	changes in usage or adoption rates of the Internet, e-commerce, electronic devices, and web services, including outside the U.S.;

	●	timing, effectiveness, and costs of expansion and upgrades of our systems and infrastructure;

	●	the success of our geographic, service, and product line expansions;

	●	the extent to which we finance, and the terms of any such financing for, our current operations and future growth;

	●	the outcomes of legal proceedings and claims, which may include significant monetary damages or injunctive relief and could have a material adverse impact on our operating results;

	●	variations in the mix of products and services we sell;

	●	variations in our level of merchandise and vendor returns;

	●	the extent to which we offer free shipping, continue to reduce prices worldwide, and provide additional benefits to our customers;

	●	factors affecting our reputation or brand image;

	●	the extent to which we invest in technology and content, fulfillment, and other expense categories;

	●	increases in the prices of fuel and gasoline, as well as increases in the prices of other energy products and commodities like paper and packing supplies;

	●	the extent to which our equity-method investees record significant operating and non-operating items;

	●	the extent to which operators of the networks between our customers and our stores successfully charge fees to grant our customers unimpaired and unconstrained access to our online services;

	●	our ability to collect amounts owed to us when they become due;

	●	the extent to which use of our services is affected by spyware, viruses, phishing and other spam emails, denial of service attacks, data theft, computer intrusions, outages, and similar events;

	●	terrorist attacks and armed hostilities;

	●	supply chain issues either in chip shortages; and

	●	long lead time in the manufacturing vinyl LP’s.

	●	local economic and political conditions;

	●	government regulation and compliance requirements (such as regulation of our product and service offerings and of competition), restrictive governmental actions (such as trade protection measures, including export duties and quotas and custom duties and tariffs), nationalization, and restrictions on foreign ownership;

	●	restrictions on sales or distribution of certain products or services and uncertainty regarding liability for products, services, and content, including uncertainty as a result of less Internet- friendly legal systems, local laws, lack of legal precedent, and varying rules, regulations, and practices regarding the physical and digital distribution of media products and enforcement of intellectual property rights;

	●	business licensing or certification requirements, such as for imports, exports, web services, and electronic devices;

	●	limitations on the repatriation and investment of funds and foreign currency exchange restrictions;

	●	limited fulfillment and technology infrastructure;

	●	shorter payable and longer receivable cycles and the resultant negative impact on cash flow;

	●	laws and regulations regarding consumer and data protection, privacy, network security, encryption, payments, and restrictions on pricing or discounts;

	●	lower levels of consumer spending and fewer opportunities for growth compared to the U.S.;

	●	lower levels of credit card usage and increased payment risk;

	●	difficulty in staffing, developing, and managing foreign operations as a result of distance, language, and cultural differences.

	●	different employee/employer relationships and the existence of works councils and labor unions;

	●	compliance with the U.S. Foreign Corrupt Practices Act and other applicable U.S. and foreign laws prohibiting corrupt payments to government officials and other third parties;

	●	laws and policies of the U.S. and other jurisdictions affecting trade, foreign investment, loans, and taxes; and

	●	geopolitical events, including war and terrorism.

	●	have economic or business interests or goals that are inconsistent with ours;

	●	take actions contrary to our instructions, requests, policies, or objectives;

	●	be unable or unwilling to fulfill their obligations under relevant purchase orders, including obligations to meet our production deadlines, quality standards, pricing guidelines and product specifications, and to comply with applicable regulations, including those regarding the safety and quality of products;

	●	have financial difficulties;

	●	encounter raw material or labor shortages;

	●	encounter increases in raw material or labor costs which may affect our procurement costs;

	●	encounter difficulties with proper payment of custom duties or excise taxes;

	●	disclose our confidential information or intellectual property to competitors or third parties;

	●	engage in activities or employ practices that may harm our reputation; and

	●	work with, be acquired by, or come under control of, our competitors.

	●	Requiring us to dedicate a portion of our cash resources to the payment of interest and principal, reducing money available to fund working capital, capital expenditures, potential acquisitions, international expansion, new product development, new enterprise relationships and other general corporate purposes;

	●	Increasing our vulnerability to adverse changes in general economic, industry and market conditions;

	●	Subjecting us to restrictive covenants that may reduce our ability to take certain corporate actions or obtain further debt or equity financing;

	●	Limiting our flexibility in planning for, or reacting to, changes in our business and the industry in which we compete; and

	●	Placing us at a competitive disadvantage compared to our competitors that have less debt or better debt servicing options.

	●	make it more difficult and/or costly for us to pay or refinance our debts as they become due, particularly during adverse economic and industry conditions, because a decrease in revenues or increase in costs could cause cash flow from operations to be insufficient to make scheduled debt service payments;

	●	require a substantial portion of our available cash to be used for debt service payments, thereby reducing the availability of our cash to fund working capital, capital expenditures, development projects, acquisitions or other strategic opportunities, dividend payments, share repurchases and other general corporate purposes;

	●	make it more difficult for us to raise capital to fund working capital, make capital expenditures, pay dividends, pursue strategic initiatives or for other purposes and result in higher interest expense, which could be further increased in case of current or future borrowings subject to variable rates of interest;

	●	require that materially adverse terms, conditions, or covenants be placed on us under our debt instruments, which could include, for example, limitations on additional borrowings or limitations on our ability to create liens, pay dividends, repurchase our common stock or make investments, any of which could hinder our access to capital markets or our flexibility in the conduct of our business and make us more vulnerable to economic downturns and adverse competitive industry conditions; and

	●	jeopardize our ability to pay our indebtedness if our business experienced a severe downturn.

	●	Our ability or inability to generate revenues or profit.

	●	The relatively small number of shares in our public float, which could exacerbate stock price volatility.

	●	Increased competition.

	●	a prohibition on actions by its stockholders except at an annual or special meeting of stockholders.

	●	a prohibition on actions by its stockholders by written consent; and

	●	the ability of the board of directors to issue preferred stock without stockholder approval, which could be used to institute a “poison pill” that would work to dilute the stock ownership of a potential hostile acquirer, effectively preventing acquisitions that have not been approved by the board of directors.

	●	may significantly dilute the equity interest of holders of Class A common stock.

	●	may subordinate the rights of holders of shares of common stock if one or more classes of preferred stock are created, and such shares of preferred stock are issued, with rights senior to those afforded to Class A common stock.

	●	could cause a change in control if a substantial number of shares of common stock are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors; and

	●	may adversely affect prevailing market prices for the Class A common stock and/or Warrants.

	●	Shepherdsville, Kentucky — A 662,087 square foot facility leased for $5.86 per square foot through January 31, 2031. with 3.25% annual increases to base rent. In addition, we retain the right to extend for an additional term of five years at fair market rent.

	●	Shepherdsville, Kentucky (Additional Storage Facility) We have vacated our previous cold storage building and moved to a new facility that charges $11.00 per pallet with a $14,000 monthly minimum, which equates to 1,273 pallets. This facility can accommodate up to 3,000 skids. There is no time limit set for this agreement

	●	Shakopee, Minnesota — A 29,688 square foot facility leased for $7.84 per square foot through September 30, 2025.

	Year Ended			Year Ended
($ in thousands)	June 30, 2025			June 30, 2024
Net Revenues	$	1,063,457		$	1,100,483
Cost of Revenues (excluding depreciation and amortization)		930,605			971,594
Operating Expenses
Distribution and Fulfillment Expense		40,375			48,818
Selling, General and Administrative Expense		55,992			57,651
Depreciation and Amortization		5,334			5,880
Transaction Costs		957			2,086
Restructuring Costs		73			280
(Gain) Loss on Disposal of Fixed Assets		(15	)		33
Total Operating Expenses		102,716			114,748
Operating Income		30,136			14,141
Other Expenses
Change in Fair Value of Warrants		853			41
Interest Expense		10,575			12,247
Total Other Expenses		11,428			12,288
Income Before Income Tax Expense (Benefit)		18,708			1,853
Income Tax Expense (Benefit)		3,630			(2,728	)
Net Income		15,078			4,581
Other Comprehensive income (loss)		3			(2	)
Total Comprehensive Income		15,081			4,579

($in millions)	June 30, 2025		June 30, 2024
Revolver Balance	$	57	$	73
Availability		54		44

	June 30, 2025			June 30, 2024
Stock Price	$	3.77		$	3.00
Exercise price per share	$	11.50		$	11.50
Risk-free interest rate		3.63	%		4.41	%
Expected term (years)		2.62			3.6
Expected volatility		47.1	%		36.0	%
Expected dividend yield		-			—

	●	Risk-free interest rate: the risk-free interest rate is based on the U.S. Treasury rate with a term matching the time to expiration.

	●	Expected term: the expected term is estimated to be equivalent to the remaining contractual term.

	●	Expected volatility: expected stock volatility is based on daily observations of the Company’s historical stock value and implied by market price of the Public Warrants, adjusted by guideline public company volatility.

	●	Expected dividend yield: expected dividend yield is based on the Company’s anticipated dividend payments. As the Company has never issued dividends, the expected dividend yield is 0% and this assumption will be continued in future calculations unless the Company changes its dividend policy.

	●	Entity-Level Controls: We enhanced our governance and oversight structure, including increased involvement by the Board of Directors and the Audit Committee in evaluating internal control matters. Additional accounting and compliance personnel were hired to strengthen the control environment and provide appropriate oversight of financial reporting functions.

	●	Information Technology General Controls: We designed and implemented new user access controls, including periodic access reviews for key IT systems. Logical access and segregation of duties were reinforced to mitigate the risk of unauthorized access. We also centralized key IT processes and engaged third-party service providers to support certain IT functions.

	●	Financial Close and Reporting Controls: We established formal accounting policies and procedures and implemented improved management review controls over key financial statement areas, including revenue recognition, inventory, accounts payable, payroll, income taxes, and journal entries. Monthly and quarterly close processes were strengthened through enhanced review of journal entries, account reconciliations, and financial analyses. We also implemented procedures to ensure the completeness and accuracy of information used in control execution. A third-party advisor was engaged to assist with documenting transaction flows and implementing key control activities across critical financial processes.

	(1)	pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company,

	(2)	provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors, and

	(3)	provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the consolidated financial statements.

Name	Age	Position
Bruce Ogilvie	67	Executive Chairman of the Board and AEC Director
Jeffrey Walker	57	Chief Executive Officer and AEC Director
Warwick Goldby	49	Chief Operating Officer
Amanda Gnecco	46	Chief Financial Officer
Robert Black	65	Chief Compliance Officer
W. Tom Donaldson III	48	Independent Director
Terilea J. Wielenga	66	Independent Director
Chris Nagelson	57	Independent Director

	●	the appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm engaged by us;

	●	pre-approving all audit and permitted non-audit services to be provided by the independent registered public accounting firm engaged by us, and establishing pre-approval policies and procedures;

	●	setting clear hiring policies for employees or former employees of the independent registered public accounting firm, including but not limited to, as required by applicable laws and regulations;

	●	setting clear policies for audit partner rotation in compliance with applicable laws and regulations;

	●	obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (i) the independent registered public accounting firm’s internal quality-control procedures, (ii) any material issues raised by the most recent internal quality-control review, or peer review, of the audit 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 and any steps taken to deal with such issues and (iii) all relationships between the independent registered public accounting firm and us to assess the independent registered public accounting firm’s independence;

	●	reviewing the adequacy and effectiveness of internal control policies and procedures, including establishing special audit procedures in response to any material control deficiencies;

	●	reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction address any conflicts of interest;

	●	reviewing with management, the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities;

	●	periodically review risk management policies;

	●	review, approve and monitor code of ethics for senior officers.

	●	reviewing and approving on an annual basis the compensation, if any is paid by us, of all of our other officers;

	●	reviewing on an annual basis our executive compensation policies and plans;

	●	implementing and administering our incentive compensation equity-based remuneration plans;

	●	assisting management in complying with our proxy statement and annual report disclosure requirements;

	●	approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees;

	●	if required, producing a report on executive compensation to be included in our annual proxy statement; and

	●	reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.

	●	The charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by the SEC and any national securities exchange on which the Company is listed.

	●	identifying, screening and reviewing individuals qualified to serve as directors, consistent with criteria approved by the board, and recommending to the board of directors candidates for nomination for election at the annual general meeting or to fill vacancies on the board of directors;

	●	developing and recommending to the board of directors and overseeing implementation of our corporate governance guidelines;

	●	coordinating and overseeing the annual self-evaluation of the board of directors, its committees, individual directors and management in the governance of the company; and

	●	reviewing on a regular basis our overall corporate governance and recommending improvements as and when necessary.