NEW VENTURE CAPITAL GROUP
Guidelines for Corporate Governance
Adopted and approved by Board of Directors on October 29, 2016
The directors of New Venture Capital Group LLC., (the “Corporation”), are expected to promote the best interests of the stockholders in terms
of corporate governance, fiduciary responsibilities, compliance with applicable law and regulations, and maintenance of accounting, financial,
or other controls.
The Corporation’s Board of Directors are based on a few criteria, in no particular order:
● Diversity – A board whose composition provides various work and life experience
● Strategic – The ability to problem solve and think strategically to help craft solutions and propose new ideas and directions to be pursued
● Relationships – Strong relationships and connections inside and outside of the industry in addition to investors and possible capital partners
● Ethical – Strong ethical code of conduct and working in the best interest of this emerging industry while being loyal to the company and its mission
● Respect – Respectful of others’ opinions and the ability to discuss differences of opinions regarding corporate direction objectively.
Board members are honest yet constructive and ready to ask questions and willing to challenge leadership.
Board members actively seek out other directors’ views and contributions
● Board members spend appropriate time on important issue
The Board’s responsibilities include, in no particular order:
● Board members will be expected to engage in at least 8 hours per year of “education” about the business to be arranged by the company this shall include strategic planning meetings outside of the course of formal Board of Director meetings, but not voting shall occur during a strategic planning meeting
● Evaluating and monitoring the corporation’s performance
● Establish and approving strategic objectives
● Establishing and approving board operational policies and procedures
● Establishing and approving Corporate financial policies and procedures
● Establishing and reviewing an audit process that reviews operations and financial performance
● Setting the policies and principles for CEO selection and selecting the CEO
● Provides insight, advice, and support to the CEO and management team
● Based on experiences and connections, provide strategic guidance and ideas to CEO to determine feasibilities and revenue/cost impacts
● Recognizes its ultimate responsibility to oversee CEO and company performance; guides and judges the CEO
● Seeks out sufficient industry and financial expertise to add value to decisions
● Determine capital needs, assist in helping to identify and introduce potential capital sources
● Develop and maintain succession plans for executive-level staff
● Define Advisory Board by-laws, roles and compensation and work with CEO to start proposed advisory board(s)
● Define the roles and behaviors required by the board and the boundaries of CEO and board responsibilities
● Select the chairman of the Board and the CEO in compliance with Bylaws
● Setting the policies and principles for executive officer performance and assessing the performance of each executive officer at least annually.
The assessment will be used in the course of its deliberations when considering compensation of the executive officers, taking into consideration the CEO’s recommendations respecting the other executive officers
● On-going review of the structure and operation of the Board
● Nominating directors for election and selecting directors to fill vacancies on the Board of Directors
● Adopting policies to help assure accurate and timely information and appropriate reporting systems that will allow management and the Board to reach informed judgments about both the Corporation’s compliance with the law and its business performance
● Adopting a code of business conduct and ethics applicable to officers and employees of the Corporation.
Officers shall be accountable to the Board for adherence to the code, and waivers for any officers must be approved by the Board
● Directors are expected to invest the time and effort necessary to understand New Capital Venture Group's business and financial strategies and challenges.
Each member of the Board is also expected to spend the time and effort necessary to properly discharge such director's responsibilities.
The basic duties of the directors include attending Board meetings and actively participating in Board discussions.
Directors are also expected to make themselves available outside of board meetings for advice and consultation
● The Audit Committee of the Board evaluates the integrity of New Venture Capital Group's accounting and financial reporting systems,
including the audit of New Venture Capital Group's annual financial statements by the independent auditors, and that appropriate disclosure controls and procedures and systems of internal control are in place. The Audit Committee reports to the Board on a regular basis and the Board, upon the recommendation of the Audit Committee, takes the actions that are necessary to ensure the integrity of New Venture Capital Group's accounting and financial reporting systems and that such controls are in place
● The Board is responsible for helping to maintain the company’s stature in the industry Board of Directors Attendance:
● Board members will attend in person and telephonically at least 75% of regularly scheduled Board meetings
● Board members will attend the Board meeting where the yearly plan, budget and compensation package is approved in person.
Typically, this meeting will be in February or March
● Board members will make best efforts to attend (in person or telephonically) non-scheduled or emergency Board meetings
Committees – philosophy and development:
● New Venture Capital Group LLC., will establish committees when issues are too complex and/or numerous to be handled by the entire board
● For ongoing, major activities, the company will establish standing committees; for short-term activities, the company may establish ad hoc committees that cease when the activities are completed
● Committees recommend policy for approval by the entire board
● Committees make full use of board members' expertise, time and commitment, and ensure diversity of opinions on the board
● Committees do not supplant responsibility of each board member
● Committees operate at the board level and not the staff level
● Minutes should be recorded for all Committee meetings
● Board members will serve on at least one Board committee if asked by the Chairman
● Committees will meet in person or telephonically at least bi-annually or as needed to complete their task
● Committees will prepare reports and recommendations for the Board, as needed