Corporate Governance

CORPORATE GOVERNANCE GUIDELINES

(effective June 24, 2024)

The Board of Directors (the “Board”) of Targarek Inc. (the “Company”) has adopted the following guidelines to provide a framework for the governance of the Company. The Board will review and amend these guidelines as it deems necessary and appropriate.

On behalf of the Company’s shareholders, the Board is responsible for overseeing the activities of the Company so as to build long-term shareholder value. The Board acts as the ultimate decision-making body of the Company, except on those matters reserved to or shared with the shareholders of the Company. The Board selects and oversees the members of senior management, who are charged by the Board to conduct the business of the Company. 

The Board has the authority to hire independent legal, financial, or other advisors as it may be deemed to be necessary..

1. Director Qualifications

In choosing directors, the Company seeks individuals of the highest personal and professional ethics, integrity, and business acumen who are committed to representing the long-term interests of its shareholders. The Company considers diversity, skills, and experience in the context of the needs of the Board. 

2. Board Committees.

The Board has the following standing committees: 

(i)  Advisory

(ii) Executive Commity

Members of the Audit Committee must be “independent” and may not directly or indirectly accept any consulting, advisory, or other compensatory fees (other than a pension or other forms of deferred compensation for prior service that is not contingent in any way on continued service) from the Company or its affiliates, and none of the members of the Audit Committee may have a material relationship with the Company. 

The chairman of each committee, in consultation with the committee members, determines the frequency and the agenda of committee meetings, consistent with the committee’s charter and the Company’s needs.

Each committee has the authority to hire at the expense of the Company independent legal, financial or other advisors as it deems necessary.

3. Board Size

The Board presently has four (4) Members (three (3) management and one (1) non-management). Under the By-Laws of the Company, the Board has the authority to change its size as appropriate.

5. Attendance at Meetings

Directors are expected to attend Board meetings and meetings of the committees on which they serve, and to spend the time needed and meet as frequently as necessary to properly discharge their responsibilities.

6. Board Meetings

The Chairman of the Board is responsible for establishing the agenda for each Board meeting. Each director is free to suggest items for inclusion on the agenda and to raise subjects at any Board meeting that are not on the agenda. At least once a year, the Board reviews the Company’s long-term plans and the principal issues that the Company will face in the future. Information and data that are important to a director’s understanding of the business to be conducted at a Board or committee meeting are generally distributed in writing for review by directors before a meeting.

7. Executive Session

The non-management directors meet in executive sessions (i.e., without directors who are members of management) periodically. The name of the presiding director is set out in the Company’s annual proxy statement.

8. Communicating with Directors

The Company also discloses in its annual proxy statement the means by which shareholders and employees can communicate with directors.

9. Access to Officers and Employees

The Board has full and free access to officers and employees of the Company.

10. Director Compensation

Only non-employee directors receive payment for serving on the Board. Changes in the form and amount of director compensation are determined by the full Board, taking into account the amount of work and responsibility assumed by directors, the need for independence, and other considerations the Board deems relevant.

12. Management Review and Succession

Assuring that the Company has the appropriate executive management is one of the Board’s primary responsibilities. The Compensation Committee annually evaluates the performances Chairman and Chief Executive Officer of the Company. The evaluation is based on objective criteria, including performance of the business, accomplishment of long-term strategic objectives, and development of management. 

13. Annual Performance Evaluation

The Board conducts an annual self-evaluation to determine whether the Board and its committees are functioning effectively. The Compensation Committee solicits comments from each member of the Board on the effectiveness of the Board and at least once a year reports to the full Board on the Board’s performance.

14. Public Disclosure of Corporate Governance Policies

The Company posts on its website copies of the current version of these guidelines, the Company’s Code of Business Conduct and Ethics, and the charters of the Audit Committee and the Compensation Committee of the Board, and discloses in its annual report that such information is available on its website or in print to any shareholder that requests it.