8-K - MDNC - Equibles

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549____________________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934 Date

of Report (Date of earliest event reported): June 20, 2023

Medinotec Inc.

(Exact name of registrant as specified in its charter)

Nevada	333-265368	36-4990343
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
Northlands Deco Park	10 New Market Street	Stand<br> 299 Avant Garde Avenue<br><br> <br>North Riding	Johannesburg	South Africa	2169
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(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: +27 87 330

2301

________________________________________________<br><br> <br>(Former name or former address, if changed since last<br> report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ]	Written communications pursuant to Rule 425 under the Securities Act (17CFR 230.425)
[ ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company [X]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

SECTION 4- Matters Related toAccountants and Financial Statements

Item 4.01 Changes in Registrant’s Certifying Accountant.

On June 20, 2023, we dismissed Mercurius & Associates LLP (formerly known as AJSH & Co LLP) the “Former Accountant”) as our independent registered public accounting firm and, on June 20, 2023, we engaged BDO South Africa Inc. (the “New Accountant”) as our independent registered public accounting firm. The engagement of the New Accountant was approved by our Audit Committee (the “Audit Committee”) of the Board of Directors.

The Former Accountant’s audit report on our financial statements for the years ended February 28, 2023 and 2022 contained no adverse opinion or disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope or accounting principles, except the audit report included an explanatory paragraph related to the restatement of the 2022 financial statements.

For the years ended February 28, 2023 and 2022, and through the interim period ended June 20, 2023, there were no “disagreements” (as such term is defined in Item 304 of Regulation S-K of the rules and regulations of the U.S. Securities Exchange Commission (the “SEC”)) with the Former Accountant on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements if not resolved to the satisfaction of the Former Accountant would have caused them to make reference thereto in their reports on the financial statements for such periods.

For the years ended February 28, 2023 and 2022, and through the interim period ended June 20, 2023, there were the following “reportable events” (as such term is defined in Item 304 of Regulation S-K of the rules and regulations of the SEC). As disclosed in Part II, Item 9A of the Company’s Form 10-K for the year ended February 28, 2023, the Company’s management determined that the Company’s internal controls over financial reporting were not effective as of the end of such period due to the existence of material weaknesses related to the following:

§	The Company does not have written documentation of its internal control policies<br>and procedures. Written documentation of key internal controls over financial reporting is a requirement of Section 404 of the Sarbanes-Oxley<br>Act as of the period ending February 28, 2023. Management evaluated the impact of the Company’s failure to have written documentation<br>of our internal controls and procedures on its assessment of the Company’s disclosure controls and procedures and has concluded<br>that the control deficiency that resulted represented a material weakness.
§	The Company does not have sufficient segregation of duties within accounting<br>functions, which is a basic internal control. Due to the Company’s size and nature, segregation of all conflicting duties may not<br>always be possible and may not be economically feasible. However, to the extent possible, the initiation of transactions, the custody<br>of assets and the recording of transactions should be performed by separate individuals. Management evaluated the impact of its failure<br>to have segregation of duties on the Company’s assessment of our disclosure controls and procedures and has concluded that the control<br>deficiency that resulted represented a material weakness.
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§	Effective controls over the control environment were not maintained. Specifically,<br>a formally adopted written code of business conduct and ethics that governs the Company’s employees, officers, and directors was<br>not in place. Additionally, management has not developed and effectively communicated to employees its accounting policies and procedures.<br>This has resulted in inconsistent practices. Further, the Company’s Board of Directors does not currently have any independent members<br>and no director qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K. Since these entity<br>level programs have a pervasive effect across the organization, management has determined that these circumstances constitute a material<br>weakness.
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Although we recently appointed an Audit Committee comprised of a majority of independent directors, these material weaknesses have not been remediated as of the date of this Current Report on Form 8-K.

Other than as disclosed above, there were no reportable events for the years ended February 28, 2023 and 2022, and through the interim period ended June 20, 2023. The Company’s Board of Directors discussed the subject matter of each reportable event with the Former Accountant. The Company authorized the Former Accountant to respond fully and without limitation to all requests of the New Accountant concerning all matters related to the audited period by the Former Accountant, including with respect to the subject matter of each reportable event.

Prior to retaining the New Accountant, we did not consult with the New Accountant regarding either: (i) the application of accounting principles to a specified transaction, either contemplated or proposed, or the type of audit opinion that might be rendered on our financial statements; or (ii) any matter that was the subject of a “disagreement” or a “reportable event” (as those terms are defined in Item 304 of Regulation S-K).

On June 20, 2023, we provided the Former Accountant with our disclosures in the Current Report on Form 8-K disclosing the resignation of the Former Accountant and requested in writing that the Former Accountant furnish us with a letter addressed to the Securities and Exchange Commission stating whether or not they agree with such disclosures. The Former Accountant’s response is filed as an exhibit to this Current Report on Form 8-K.

SECTION 8- OTHER EVENTS

Item 8.01 Other Events

On May 5, 2023, in connection with a requirement for quotation on the OTCQX markets, our Board of Directors authorized the creation of an Audit Committee. Gregory Vizirgianakis, Stavros G. Vizirgianakis and Joseph P. Dwyer were appointed to serve on the Audit Committee.

Each of Stavros G. Vizirgianakis and Joseph P. Dwyer have been determined by the Board to be independent directors within the meaning of NASDAQ Rule 5605. Mr. Dwyer was identified and designated by the Board as an “audit committee financial expert,” as defined by the SEC in Item 407 of Regulation S-K. The Board has also adopted a charter for the Audit Committee, which is attached as Exhibit 99.1, and incorporated herein by reference in response to this Item 8.01.

SECTION 9 – FinancialStatements and Exhibits

Item 9.01 Financial Statements and Exhibits.

Exhibit No.	Description
16.1	Letter from Mercurius & Associates LLP (formerly known as AJSH & Co LLP) to the Securities and Exchange Commission
99.1	Audit Committee Charter

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Medinotec Inc.

/s/ Pieter van Niekerk

Pieter van Niekerk

Chief Financial Officer

Date: June 21, 2023

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****

Mercurius & Associates LLP<br><br> <br><br>	A-94/8, Wazirpur<br> Industrial Area,<br>Main Ring Road, Delhi – 110052<br>+91 11 45596689<br>www.masllp.com
(Formerly<br> known as AJSH & Co LLP)<br><br> <br>LPIN:<br> AAG-1471	info@masllp.com

June20, 2023

U.S. Securities and Exchange Commission

Office of the Chief Accountant

100 F Street, NE

Washington, DC 20549

United States

We have read the statements made by Medinotec, Inc. (copy attached), which we understand will be filed with the Securities and Exchange Commission, pursuant to Item 4.01 of Form 8-K, as part of the Form 8-K of Medinotec, Inc. We agree with the statements concerning our firm in such Form 8-K.

Very truly yours,

/s/ Mercurius & Associates LLP

Mercurius & Associates LLP

(Formerlyknown as AJSH & Co LLP)

New Delhi, India

MEDINOTEC, INC.

AUDIT COMMITTEE CHARTER

CONTENTS

1. EXECUTIVE SUMMARY	2
2. PURPOSE, COMPOSITION AND MEETINGS OF THE COMMITTEE	2
3. DUTIES, POWERS AND RESPONSIBILITIES	4
4. RESOURCES AND AUTHORITY	17
5. REVISION	17

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| --- | | 1. | EXECUTIVE SUMMARY | | --- | --- | | 1.1. | Medinotec, Inc. (the “Company”) has duly constituted an Audit Committee (the “Committee”) of the Board of Directors (the “Board”). The Committee is actively involved in the Company’s governance, risk management and internal control practices; and provides independent oversight over the Board and its activities. | | --- | --- | | 1.2. | The purposes of this Audit Committee Charter (this/the “Charter”) is to set forth the specific roles and responsibilities of the Committee as is authorised by the Company’s Corporate Governance Charter and/or prescribed by applicable laws. | | --- | --- | | 2. | PURPOSE, COMPOSITION AND MEETINGS OF THE COMMITTEE | | --- | --- | | 2.1. | Purpose | | --- | --- | | 2.1.1. | The Committee is established by the Board for the primary purpose of providing oversight in respect of the following: | | --- | --- | | 2.1.1.1. | the Company’s accounting and financial reporting processes; | | --- | --- | | 2.1.1.2. | the Company’s compliance with legal and regulatory requirements; | | --- | --- | | 2.1.1.3. | the qualifications, independence and performance of the Company’s independent auditors and of the internal audit function; | | --- | --- | | 2.1.1.4. | the Company’s disclosure controls and procedures, and | | --- | --- | | 2.1.1.5. | compliance with ethical standards adopted by the Company. | | --- | --- | | 2.1.2. | The Committee has the authority to initiate and conduct investigations into any matters within its scope of responsibility and is obliged to regularly report to the Board regarding the execution of its duties. | | --- | --- | | 2.2. | Composition | | --- | --- | | 2.2.1. | The Committee shall be appointed by the Board and shall comprise of at least three (3) directors. Each Committee member shall meet the applicable standards of independence and the determination of independence shall be made by the Board and as defined by applicable standards listing. At least one member shall qualify as an “audit committee financial expert” as defined by the SEC, such person to be designated as the Committee Chairperson (“the Chairperson”). | | --- | --- |

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| --- | | 2.2.2. | Each member of the Committee shall be elected by the Board, at the first meeting of the Board following each annual general meeting of the shareholders. The Board may remove any member of the Committee, with or without cause, during their period of office. | | --- | --- | | 2.3. | Meetings | | --- | --- | | 2.3.1. | The Committee shall formally convene for a meeting at least 4 (four) times annually, at such times and places as it deems necessary to fulfil its responsibilities. | | --- | --- | | 2.3.2. | Each scheduled meeting shall conclude with an executive session of the Committee without members of the Company’s management being present. | | --- | --- | | 2.3.3. | In addition, the Committee shall meet periodically with Company’s independent auditor and management for the purposes of discussing the Company’s annual audited financial statements and quarterly financial statements. | | --- | --- | | 3. | DUTIES, POWERS AND RESPONSIBILITIES | | --- | --- | | 3.1. | General Duties | | --- | --- | | 3.1.1. | The Committee is charged with the general duty and corresponding power to: | | --- | --- | | 3.1.1.1. | review and reassess this Charter periodically, at least annually, and recommend to the Board any necessary amendments; | | --- | --- | | 3.1.1.2. | review the Company’s annual and quarterly financial statements prior to the first public release of the Company’s financial results for such year or quarter (as well as the Company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q in advance of such filings); | | --- | --- | | 3.1.1.3. | review other relevant reports or financial information, including management certifications as required by the Sarbanes-Oxley Act of 2002 and relevant reports rendered by the independent auditor; | | --- | --- |

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| --- | | 3.1.1.4. | recommend to the Board whether the financial statements should be included in the annual report on Form 10-K and, if applicable, the Company’s Annual Report to shareholders; | | --- | --- | | 3.1.1.5. | discuss earnings press releases, prior to distribution, including the type and presentation of information, paying particular attention to any non-GAAP information (including any “pro forma” or “adjusted” information); | | --- | --- | | 3.1.1.6. | discuss financial information and earnings guidance provided to analysts and ratings agencies, prior to distribution thereof; and | | --- | --- | | 3.1.1.7. | review the regular internal reports to management prepared by the internal audit function. | | --- | --- | | 3.1.2. | In addition, the Committee must: | | --- | --- | | 3.1.2.1. | review with the independent auditor, the internal audit function, and management the extent to which changes or improvements in financial or accounting practices have been implemented; | | --- | --- | | 3.1.2.2. | prepare the report that the SEC requires be included in the Company’s annual proxy statement; | | --- | --- | | 3.1.2.3. | conduct an annual performance assessment regarding this Committee’s purpose, duties, and responsibilities outlined herein; and | | --- | --- | | 3.1.2.4. | perform any other activities consistent with the charter, the Company’s bylaws, and governing law, as the Board deems necessary or appropriate. | | --- | --- | | 3.2. | Independent Auditor | | --- | --- | | 3.2.1. | The Committee is solely and directly responsible for the appointment, compensation, retention, and oversight of any independent auditor engaged for the purpose of preparing or issuing any audit report or performing related work. In the exercise of this function, the Committee must: | | --- | --- |

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| --- | | 3.2.1.1. | review the performance of the independent auditor (and remove the independent auditor if the circumstances warrant such removal); | | --- | --- | | 3.2.1.2. | set the compensation of the independent auditor and approve all audit engagement fees and terms; | | --- | --- | | 3.2.1.3. | consider whether the auditor’s performance of permissible non-audit services is compatible with the auditor’s independence; | | --- | --- | | 3.2.1.4. | discuss with the independent auditor the matters required to be discussed under the Statement on Auditing Standards (SAS) No. 61 (as amended); | | --- | --- | | 3.2.1.5. | review with the independent auditor any significant matters arising from any audit or report or communication relating to the financial statements, including any material audit problems or difficulties; | | --- | --- | | 3.2.1.6. | review the independent auditor’s report on the Company’s internal control over financial reporting and management’s report on internal control over financial reporting, from the time that such reports are prepared; and hold timely discussions with the independent auditor regarding the following: | | --- | --- | | 3.2.1.6.1. | all critical accounting policies and practices; | | --- | --- | | 3.2.1.6.2. | all alternative treatments of financial information within generally accepted accounting principles that have been discussed with management, ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the independent auditor; and | | --- | --- | | 3.2.1.6.3. | other material written communications between the independent auditor and management, including, but not limited to, the management letter and schedule of unadjusted differences; | | --- | --- |

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| --- | | 3.2.1.7. | at least annually, obtain and review a written report by the independent auditor describing: | | --- | --- | | 3.2.1.7.1. | the firm’s internal quality control procedures; | | --- | --- | | 3.2.1.7.2. | any material issues raised by the most recent internal quality control review or peer review, or by any inquiry or investigation conducted by governmental or professional authorities; and | | --- | --- | | 3.2.1.7.3. | all relationships between the independent auditor and the Company, addressing the matters set forth in Independence Standards Board Standard No. 1; | | --- | --- | | 3.2.1.8. | review the experience and qualifications of the lead partner and other senior members of the independent audit team and determine that all partner rotation requirements, as promulgated by the applicable rules and regulations, are executed; | | --- | --- | | 3.2.1.9. | consider whether there should be rotation of the firm itself; | | --- | --- | | 3.2.1.10. | actively engage in dialogue with the independent auditor with respect to any disclosed relationships or services that may affect the independence and objectivity of the auditor; | | --- | --- | | 3.2.1.11. | review and pre-approve both audit and non-audit services to be provided by the independent auditor; | | --- | --- | | 3.2.1.12. | set clear hiring policies, compliant with governing laws and regulations, for employees or former employees of the independent auditor that participated in any capacity in any Company audit; and | | --- | --- | | 3.2.1.13. | select, retain, compensate, oversee and terminate, if necessary, any other registered public accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit-related services for the Company. | | --- | --- |

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| --- | | 3.3. | Financial Reporting Processes, Accounting Policies and Internal Controls | | --- | --- | | 3.3.1. | In addition, the Committee must, in consultation with the independent auditor and the Company’s management: | | --- | --- | | 3.3.1.1. | review and discuss the integrity of the organization’s financial reporting processes (both internal and external), and the internal control structure (including disclosure controls and procedures and internal control over financial reporting); | | --- | --- | | 3.3.1.2. | review and discuss the Company’s report regarding internal control over financial reporting and any major issues as to the adequacy of the Company’s internal controls; | | --- | --- | | 3.3.1.3. | receive and review any disclosure from the Company’s CEO or CFO made in connection with the certification of the Company’s quarterly and annual reports filed with the SEC, including: | | --- | --- | | 3.3.1.3.1. | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarise, and report financial data; and | | --- | --- | | 3.3.1.3.2. | any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls; | | --- | --- | | 3.3.1.4. | review major issues regarding accounting principles and financial statement presentations; | | --- | --- | | 3.3.1.5. | review analyses prepared by the Company’s management and/or independent auditor setting forth significant financial reporting issues and judgments made in connection with the preparation of the financial statements; | | --- | --- |

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| --- | | 3.3.1.6. | review the effect of regulatory and accounting initiatives, as well as off-balance sheet structures, on the financial statements of the Company; | | --- | --- | | 3.3.1.7. | review and pre-approve all related party transactions, defined as those transactions or arrangements required to be disclosed under item 404 of Regulation S-K, on an ongoing basis; | | --- | --- | | 3.3.1.8. | establish and maintain procedures for the receipt, retention, and treatment of complaints regarding accounting, internal accounting controls, or auditing matters; | | --- | --- | | 3.3.1.9. | establish and maintain procedures for the confidential, anonymous submission by Company employees regarding questionable accounting or auditing matters; | | --- | --- | | 3.3.1.10. | periodically discuss with the independent auditor, without the Company’s management being present: | | --- | --- | | 3.3.1.10.1. | such firm’s judgments about the quality, appropriateness, and acceptability of the Company’s accounting principles and financial disclosures practices, as applied in its financial reporting; and | | --- | --- | | 3.3.1.10.2. | the completeness and accuracy of the Company’s financial statements; and | | --- | --- | | 3.3.1.11. | meet periodically with the Company’s management and the independent auditors to: | | --- | --- | | 3.3.11.1. | review the annual audit plans of the independent auditors; and | | --- | --- | | 3.3.11.2. | receive a detailed explanation of the accounting for any unusual or non-recurring transactions which have a material impact on the Company’s financial statements during the reporting period. | | --- | --- |

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| --- | | 3.4. | Internal Audits | | --- | --- | | 3.4.1. | With regard to internal audits, the Committee must: | | --- | --- | | 3.4.1.1. | review and advise on the selection and removal of the internal audit director; | | --- | --- | | 3.4.1.2. | review activities, the organisational structure, and qualifications of the internal audit function; | | --- | --- | | 3.4.1.3. | annually review and recommend changes (if any) to the internal audit charter; and | | --- | --- | | 3.4.1.4. | periodically review, with the internal audit director, any significant difficulties, disagreements with management, or scope restrictions encountered in the course of the function’s work. | | --- | --- | | 3.5. | Legal, Compliance and Risk Management | | --- | --- | | 3.5.1. | The Committee is further charged with several responsibilities in matters involving legal, compliance and risk management and, accordingly, must: | | --- | --- | | 3.5.1.1. | establish, review and update the Company’s Code of Ethics, including policies associated therewith; applicable to all employees and directors of the Company; | | --- | --- | | 3.5.1.2. | determine whether the code is in compliance with all applicable rules and regulations; | | --- | --- | | 3.5.1.3. | review and pre-approve any change or waiver of this code; and any disclosure made on Form 8-K regarding such change or waiver; | | --- | --- | | 3.5.1.4. | review the management’s monitoring of the Company’s compliance with the Code of Ethics, and determine whether the Company’s management has the proper review system in place to ensure that the Company’s financial statements, reports, and other financial information disseminated to governmental organisations and to the public satisfy all legal requirements; | | --- | --- |

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| --- | | 3.5.1.5. | review legal compliance matters, including the Company’s Insider Trading Policy; | | --- | --- | | 3.5.1.6. | review any legal matter that could have a significant impact on the Company’s financial statements; and | | --- | --- | | 3.5.1.7. | discuss policies with respect to risk assessment and risk management, including appropriate guidelines and policies to govern the process, as well as the Company’s major financial risk exposures and the steps the Company’s management has undertaken to control them. | | --- | --- | | 3.6. | Additional Responsibilities | | --- | --- | | 3.6.1. | Until such time that further committees are constituted, the Board may direct that the Audit Committee, in addition to a principal oversight function assume various responsibilities in respect of additional matters, including but not limited to nominations and corporate governance and remuneration. | | --- | --- |

3.6.2.	Nominations and Corporate Governance

3.6.2.1.	The following responsibilities typically fall within the purview of matters related to nominations and<br>corporate governance:
3.6.2.1.1.	monitor the composition, size and independence of the Board and recommend changes to the Board as may<br>be appropriate;
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3.6.2.1.2.	annually review the continued appropriateness of Board and committee memberships for each director;
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3.6.2.1.3.	develop and recommend to the Board the appropriate skills and characteristics required of directors, as<br>well as any additional qualifications appropriate for any one or more directors, based on the needs of the Company from time to time;
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| --- | | 3.6.2.1.4. | seek out appropriate, qualified candidates to serve as directors of the Company; | | --- | --- | | 3.6.2.1.5. | monitor the Company’s procedures for the receipt and consideration of director nominations by shareholders and other persons; | | --- | --- | | 3.6.2.1.6. | interview and otherwise examine director candidates and their credentials; | | --- | --- | | 3.6.2.1.7. | perform such other advisory functions with respect to the selection and nomination of directors of the Company; | | --- | --- | | 3.6.2.1.8. | recommend to the Board the annual assignment of directors to Board committees and the nomination of committee chairpersons; | | --- | --- | | 3.6.2.1.9. | monitor the Company’s compliance with governance obligations and “best practices” and recommend changes for review and approval by the Board; | | --- | --- | | 3.6.2.1.10. | consider and recommend to the Board stock ownership and/or stock retention guidelines, if any, for non-employee directors; | | --- | --- | | 3.6.2.1.11. | establish and monitor procedures by which the Board will conduct, at least annually, evaluations of its performance; | | --- | --- | | 3.6.2.1.12. | establish and monitor procedures for the receipt of stockholder communications directed to the Board; | | --- | --- | | 3.6.2.1.13. | prepare or review disclosure regarding the Committee’s duties required to be included in the Company’s annual proxy statement; | | --- | --- | | 3.6.2.1.14. | review and make recommendations to the Board regarding proposals submitted by stockholders for presentation at a stockholder meeting; | | --- | --- |

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| --- | | 3.6.2.1.15. | develop and implement director orientation and continuing education programs; and | | --- | --- | | 3.6.2.1.16. | oversee an annual review by the Board on succession planning, including transitional leadership for unplanned vacancies. | | --- | --- | | 3.6.3. | Remuneration | | --- | --- | | 3.6.3.1. | The following shall be the principal recurring functions in remuneration-related matters: | | --- | --- | | 3.6.3.2. | review and approve performance goals and objectives relevant to the compensation of all executive officers, evaluate the performance of each executive officer in light of those goals and objectives, and set each executive officer’s compensation, including incentive-based and equity-based compensation, based on such evaluation; | | --- | --- | | 3.6.3.3. | review and make recommendations to the Board with respect to fixed remuneration, incentive and equity-based compensation plans and employee benefit plans. In reviewing and making recommendations regarding fixed remuneration, incentive compensation plans, equity-based plans and employee benefit plans; | | --- | --- | | 3.6.3.4. | review and make recommendations to the Board regarding compensation-related matters outside the ordinary course, including but not limited to employment contracts, change-in-control provisions and severance arrangements; | | --- | --- | | 3.6.3.5. | administer the Company’s stock option, stock incentive, and other stock compensation plans as required by Rule 16b-3, including the function of making and approving all grants of options and other awards to all executive officers and directors, and all other eligible individuals, under such plans; | | --- | --- |

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| --- | | 3.6.3.6. | review the Company’s incentive compensation arrangements to determine whether they encourage excessive risk-taking, to review and discuss at least annually the relationship between risk management policies and practices and compensation, and to evaluate compensation policies and practices that could mitigate any such risk; | | --- | --- | | 3.6.3.7. | annually review and make recommendations to the Board regarding director compensation and benefits for service on the Board; | | --- | --- | | 3.6.3.8. | assist the Company’s management in developing and, when appropriate, recommend to the Board, the design of compensation policies and plans; | | --- | --- | | 3.6.3.9. | review and discuss with the Company’s management the disclosures in the Company’s “Compensation Discussion and Analysis” section of its proxy statement and any other disclosures regarding executive and director compensation to be included in the Company’s public filings or shareholder reports; | | --- | --- | | 3.6.3.10. | consider and recommend to the Board stock ownership and/ or stock retention guidelines, if any, for executive officers; and | | --- | --- | | 3.6.3.11. | ensure fair, transparent, and responsible remuneration for executive management in the context of overall employee remuneration, including monitoring and managing the gap between the remuneration of executives and lower paid workers. | | --- | --- |

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| --- | | 4. | RESOURCES AND AUTHORITY | | --- | --- | | 4.1. | The Committee shall be afforded the necessary and appropriate resources and authority for the purposes of discharging its responsibilities set forth in this Charter. | | --- | --- | | 4.2. | In accordance herewith, the Committee has the authority to obtain advice and assistance from external legal, accounting or other advisors as may be deemed necessary; and the Company will make provision to fund such external advisors and any other ordinary administrative expenses associated with the powers and duties of the Committee. | | --- | --- | | 5. | REVISION | | --- | --- |

The Committee shall review and reassess, on at least an annual basis, the adequacy of this Charter and recommend any change or modification to the Charter to the Company’s Board of Directors.

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