Board Resolution Establishing Performance Committee

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

BOARD RESOLUTION ESTABLISHING PERFORMANCE COMMITTEE

WHEREAS, the Board of Directors (the 'Board') of {{company_name}} (the 'Company') deems it desirable and in the best interests of the Company and its shareholders to establish a Performance Committee to oversee and provide guidance on the Company's performance metrics, strategic objectives, and operational efficiency.

WHEREAS, the Board believes that a dedicated committee will enhance corporate governance and provide focused attention on key performance indicators and their impact on the Company's overall success.

RESOLVED:

1. That a committee of the Board, to be known as the 'Performance Committee', is hereby established.

2. That the Performance Committee shall consist of not less than three (3) directors, appointed by the Board, who shall serve until their successors are duly appointed and qualified, or until their earlier resignation or removal.

PURPOSE AND OBJECTIVES

The primary purpose of the Performance Committee shall be to assist the Board in fulfilling its oversight responsibilities relating to the Company's financial and operational performance, strategic planning, and achievement of key corporate objectives. The Committee shall provide recommendations to the Board regarding strategies for performance enhancement and risk mitigation.

RESPONSIBILITIES AND DUTIES

The Performance Committee shall have the following responsibilities and duties:

a. To review and assess the Company's overall financial and operational performance against established objectives and benchmarks.

b. To provide input and recommendations on the Company's strategic plans and long-term goals.

c. To monitor and evaluate the effectiveness of management's strategies and initiatives aimed at improving performance.

d. To review significant performance variances and underlying causes, and recommend corrective actions.

e. To consider and provide recommendations on performance-related incentives and compensation structures for executive management.

f. To report regularly to the Board on its findings and recommendations.

MEMBERSHIP AND APPOINTMENT

The initial members of the Performance Committee shall be appointed by the Board upon the adoption of this resolution. The Board shall designate one member of the Committee as its Chairperson. The Board may remove or replace any member of the Committee at any time with or without cause.

MEETINGS

The Performance Committee shall meet as often as it deems necessary to properly discharge its responsibilities, but no less than {{number_of_meetings}} times annually. Meetings may be called by the Chairperson of the Committee or by a majority of its members. A majority of the members of the Committee shall constitute a quorum for the transaction of business. Decisions of the Committee shall be made by a majority vote of the members present at a meeting at which a quorum is present.

REPORTING TO THE BOARD

The Performance Committee shall keep minutes of its meetings and shall report regularly to the Board on its activities, findings, and recommendations. Such reports shall include a summary of the matters discussed and any resolutions passed by the Committee.

ADOPTION DATE

This resolution is adopted by the Board of Directors on this {{day}} day of {{month}}, {{year}}.

CERTIFICATION

We, the undersigned, being all the Directors of {{company_name}}, hereby certify that the foregoing resolution was duly passed by the Board of Directors of the Company on the date specified above and that it is in full force and effect.

___________________________

Director Signature

{{director_name_1}}

___________________________

Director Signature

{{director_name_2}}

___________________________

Director Signature

{{director_name_3}}

(Add more signature lines as needed)