Committees of the Board of Directors of GENIVAR GP
The board of directors of GENIVAR GP formed committees that fulfill the audit, governance and other committee functions of the Fund.
The audit committee is comprised of three independant and financially literate Directors within the meaning of applicable securities laws. The audit committee will, among other things, assists the Fund Trustees and the Directors in fulfilling their responsibilities of oversight and supervision of the accounting and financial reporting practices and procedures, the adequacy of internal accounting controls and procedures, and the quality and integrity of financial statements. In addition, the audit committee will be responsible for directing the auditors' examination of specific areas, to review with the auditors the scope of the audit review and for the selection of potential independent auditors to be appointed by the Voting Unitholders.
The members of the committee are:
The corporate governance, nominating and compensation committee of the board of GP Directors is comprised of three members, each of whom are independent, within the meaning of applicable securities laws, of GENIVAR GP and the Existing Investor. All members of the committee are independent of GENIVAR GP and the Existing Investor. The corporate governance, nominating and compensation committee reviews and makes recommendations, among other things, to the Fund Trustees and GP Directors concerning the appointment of officers of GENIVAR LP. The committee also reviews annually the President and Chief Executive Officer's goals and objectives for the upcoming year and provide an appraisal of the President and Chief Executive Officer's performance. The committee also makes recommendations concerning the remuneration of the Fund Trustees and GP Directors and of the officers of GENIVAR LP. The committee administers and makes recommendations regarding the operation of any incentive plans. The committee also is responsible for advising the board on filling vacancies on the board and periodically reviewing the composition and effectiveness of the board and the contribution of individual Fund Trustees and GP Directors.
The committee is also responsible for developing GENIVAR's approach to corporate governance issues and for reviewing and approving all transactions between the Fund, the Trust or GENIVAR LP and the Existing Investor and their affiliates, including any renewal or waiver of or modification to the Preferred Business Relationship Agreement. The committee is also responsible to adopt and periodically review and update GENIVAR's governance policies and guidelines and the disclosure thereof in compliance with applicable securities laws. GENIVAR complies with the requirements of applicable securities laws with respect to corporate governance. The committee is finally responsible for adopting and periodically reviewing and updating the Fund's written disclosure policy.
The members of the committee are: