Corporate Governance

2.1 The Sole Stockholder

As the sole owner of the company, the Stockholder holds ultimate decision making authority. Key reserved powers include:

• Appointing and removing the Corporate Director and Treasurer.
• Approving amendments to the Articles of Incorporation and By-Laws.
• Approving major corporate acts like mergers or the sale of assets.
• Reviewing and approving annual financial statements.
• Determining dividend policies.

2.2 The Corporate Director

The Stockholder appoints a Corporate Director to function as the traditional Board of Directors. To ensure objective oversight, our policy mandates that the Corporate Director must be an independent third party professional. They cannot serve as the company Treasurer. Their duties include:

• Providing independent review of the strategic plan and annual budget.
• Overseeing the integrity of financial statements and internal controls.
• Evaluating the performance of the President/CEO.
• Overseeing enterprise risk management and cybersecurity.
• Monitoring compliance with all laws and ethical standards.

2.3 The Treasurer

This is a mandatory position for an OPC. For proper governance, the Treasurer is a different individual than the Corporate Director and the President/CEO. The Treasurer is responsible for:

• Custody and safekeeping of all company funds.
• Maintaining accurate financial records.
• Preparing and filing necessary financial reports and tax returns.
• Enforcing strict internal financial controls.

2.4 The President and CEO

The President/CEO is responsible for the daily management and operational performance of the company. Their duties include:

• Executing the strategic plan within the approved budget.
• Leading the executive team and managing all operational functions.
• Hiring and managing employees.
• Serving as the primary point of contact for the Corporate Director and Treasurer.

3.1 Formalized Decision Making

All significant decisions are formally proposed, reviewed, and documented. Major operational decisions require a majority vote between the Corporate Director, Treasurer, and President/CEO. The outcome is always documented in a formal Resolution. Decisions strictly reserved for the Stockholder are documented in a Written Resolution of the Sole Stockholder.

3.2 Advisory Committees

When specialized guidance is required, the Corporate Director forms Advisory Committees composed of external experts in fields like auditing or technology.

3.3 Code of Conduct and Ethics

All governing roles and employees must adhere to our Code of Conduct. We require mandatory annual training for all staff.

3.4 Whistleblower Policy

We maintain a confidential reporting mechanism for employees to report concerns. The independent Corporate Director oversees all investigations to ensure complete separation from daily management.

3.5 Conflict of Interest Policy

All governing roles must disclose any potential conflicts of interest. The Corporate Director reviews and approves any related party transactions.

3.6 Insider Trading Policy

We strictly enforce a policy prohibiting any trading based on material non-public information.