Corporate Governance

2025.1

Reviewed: 12/2/2024
Updated: 12/2/2024

Background:

1. IMPLAN believes in transparent and ethical business practices, and the protection of long-term interests of its employees, customers, shareholders and other stakeholders.
2. IMPLAN has established a Board of Managers (BoM) and appointed qualified members and directors, such that:
   a. An operating agreement is in place that describes board members' responsibilities.
   b. The BoM identifies and accepts its oversight responsibilities in relation to established requirements and expectations.
   c. Board members are evaluated on a periodic basis to help ensure their skills and expertise are suited to lead senior management and take commensurate action.
   d. The BoM has sufficient members who are independent from management and are objective in evaluations and decision making.
   e. The expectations of the BoM and senior management are defined and understood at all levels of the organization and its service providers and business partners.

Controls and Procedures

Corporate Governance Policy:

Board of Managers Responsibilities

1. The Board of Managers (BoM) meets quarterly to discuss financials, operations, business results, strategies and planning. The BoM responsibilities include:
   a. Evaluate the performance of the Chief Executive Officer (CEO) and the executive management team.
   b. Establish policies, evaluate and approve the compensation of senior management of the company.
   c. Review succession plans and development programs for senior management.
   d. Review and approve long-term strategic and business plans and monitor organization's performance against the plans.
   e. Review and approve any major risks and the risk remediation/acceptance.
   f. Adopt policies of corporate conduct, including compliance with applicable laws, rules and regulations, maintenance of accounting, financial and other controls, and reviewing the adequacy of compliance systems and controls.
   g. Evaluate the overall effectiveness of the BoM and the individual directors on a periodic basis.
   h. Adopt and implement best practices of corporate governance in full conformity with the letter and spirit of all applicable laws, rules and regulations.