Corporate Governance
Volatile global business environment, new regulatory requirements, emerging disruptive technologies, increasing risks and greater public and stakeholder scrutiny—the demands and pressures on boards of directors continue to grow. In this environment, boards need to identify their essential activities—the ingredients for success—and strike an appropriate balance in terms of the time and effort they devote to each of them in order to help their organizations succeed.
Concurrent with the Company’s current re-structuring, administrative and business development initiatives, management understands the need to increase its Board of Directors and establish additional committees to assist in managing the vast Board responsibilities with active oversight of strategy, risk, corporate culture, analytics, compliance and financial reporting.
The by-laws of NAEG provide that the Board of Directors may establish Board committees to whom certain duties may be delegated by the Board. Therefore, the Board is in the process of establishing the following committees listed below with respective charters that shall set out the objectives, functions and responsibilities of each committee.
Each member of the audit, compensation and nominating and corporate governance committees shall meet the director independence requirements of the listing standards of the New York Stock Exchange. Also, each member of the audit committee shall meet the financial literacy requirements of the listing standards of the New York Stock Exchange and satisfy the additional independence requirements for audit committee members required by the rules of the Securities and Exchange Commission.
In addition to the above stated committees, the Company will be establishing a “Finance Committee” to provide guidance to the Board and management on financial matters and to act on behalf of the Board under exigent circumstances.
Audit Committee
The purposes of the Audit Committee (the “Committee”) of the Board of Directors (the “Board”) of Native American Energy Group, Inc. (the “Company”) shall be to assist the Board’s oversight of the integrity of the Company’s financial statements, the Company’s compliance with legal and regulatory requirements, the Company’s Independent Auditor’s qualifications, independence and performance, and the Company’s internal audit function.
The Committee shall consist of three or more directors appointed by the Board. Each member of the Committee shall be qualified to serve on the Committee pursuant to the requirements of the New York Stock Exchange (the “NYSE”) and any additional requirements that the Board deems appropriate. In addition, at least one member of the Committee must be designated by the Board to be the “audit committee financial expert,” as defined by the Securities and Exchange Commission (the “SEC”) pursuant to the Sarbanes-Oxley Act of 2002.
Compensation (Remuneration) Committee
The purpose of the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Native American Energy Group, Inc. (the “Company”) is to oversee, review and approve the Company’s compensation and benefit plans and programs and define the goals of compensation policy.
The Committee shall consist of between three and five directors, inclusive, the actual number to be fixed by the Board from time to time. Members of the Committee shall be appointed by the Board. Each member of the Committee shall be qualified to serve on the Committee pursuant to the requirements of the New York Stock Exchange (the “NYSE”), and any additional requirements that the Board deems appropriate.
Nominating & Corporate Governance Committee
The purposes of the Nominating and Corporate Governance Committee (the “Committee”) of the Board of Directors (the “Board”) of Native American Energy Group, Inc. (the “Company”) shall be to identify and recommend to the Board individuals qualified to serve as directors of the Company and on committees of the Board; to advise the Board with respect to the Board and committee procedures; to develop and recommend to the Board a set of corporate governance principles applicable to the Company; and to oversee the evaluation of the Board and the committees of the Board. The Committee’s purposes and authority, and references herein to action by the Board, shall be subject to the terms and conditions set forth in the Company’s Bylaws.
The Committee shall consist of at least three and not more than five directors appointed by the Board. Each member of the Committee shall be qualified to serve on the Committee pursuant to the requirements of the New York Stock Exchange (the “NYSE”), and any additional requirements that the Board deems appropriate.
Finance Committee
The purposes of the Finance Committee (the “Committee”) of the Board of Directors (the “Board”) of Native American Energy Group, Inc. (the “Company”) shall be to provide guidance to the Board and management on financial matters and to act on behalf of the Board under exigent circumstances.
The Committee shall consist of between three and four directors, the actual number to be fixed by the Board from time to time. Members of the Committee shall be appointed by the Board.
