Corporate Governance Framework

Overview

GBCORP (the “firm”) aspires to the highest standards of conducts legal and ethically by reporting results with accuracy and transparency, maintaining compliance with laws, rule and regulations which govern the Firm’s activities.

Being the principal governance body of the Firm, the Board of Directors (“BOD”) is entrusted with a duty to establish the Firm’s objectives and develop the strategies and polices which direct the Firm’s activities to achieve such objectives. The BOD represents the Firm’s shareholders’ interest in perpetuating a successful business and optimizing long term financial returns. Directors shall be aware of their fiduciary duties and apply the required skill and care in exercising their duties to the Firm. Directors are accountable to the Firm’s shareholders and can be appointed and removed from office by them.

The BOD is responsible for establishing the Firm’s policies and strategy and for regularly monitoring the effectiveness of the management in carrying out those policies and strategies. Management shall ensure that the BOD is appropriately informed to carry out its duties accordingly.

The interaction between the Firm’s shareholders, BOD and management to determine the direction and performance of the Firm should be governed by good corporate governance which holds management accountable to the BOD and the BOD accountable to shareholders as well as other stakeholders. Therefore, the BOD is ultimately responsible for ensuring that an adequate, effective, comprehensive and transparent corporate governance process is in place.

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