Board Resolution Establishing Performance Committee

COMPANY LETTERHEAD

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

BOARD RESOLUTION ESTABLISHING PERFORMANCE COMMITTEE

WHEREAS, it is deemed to be in the best interests of {{company_name}} (hereinafter, the “Company”) to establish a committee of the Board of Directors to provide oversight and guidance on matters related to employee performance management, evaluation, and compensation;

WHEREAS, such a committee will enhance the Company's ability to attract, retain, and motivate high-performing individuals, ensuring alignment with strategic objectives and optimal organisational effectiveness;

NOW, THEREFORE, BE IT RESOLVED, that a committee of the Board of Directors, to be known as the “Performance Committee” (hereinafter, the “Committee”), is hereby established with the powers, duties, and responsibilities set forth herein.

ARTICLE I: 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 overall performance management framework, including, but not limited to, executive and employee compensation policies, performance metrics, succession planning, and talent development initiatives. The Committee shall ensure that performance management strategies are aligned with the Company's strategic goals and enhance shareholder value.

ARTICLE II: COMMITTEE MEMBERSHIP AND APPOINTMENT

The Performance Committee shall consist of no fewer than three (3) directors, all of whom shall be appointed by the Board of Directors. The Chairperson of the Committee shall also be appointed by the Board. Members shall serve until their successors are duly appointed or until their resignation or removal by the Board. The Board shall strive to appoint directors with relevant expertise in human resources, compensation, or corporate governance.

Current members appointed to the Performance Committee are:

1. {{committee_member_1_name}} (Chairperson)

2. {{committee_member_2_name}}

3. {{committee_member_3_name}}

ARTICLE III: DUTIES AND RESPONSIBILITIES

The Performance Committee shall have the following duties and responsibilities:

a. To review and recommend to the Board, for approval, the Company's overall compensation philosophy and strategy for all employees, including executive and senior management.

b. To review and approve performance objectives for the Chief Executive Officer (CEO) and other executive officers, and to evaluate their performance against those objectives.

c. To review and recommend to the Board, for approval, the compensation (including base salary, incentives, and benefits) of the CEO and other executive officers.

d. To oversee the design, administration, and effectiveness of the Company's performance management system and processes.

e. To review and make recommendations to the Board regarding succession planning for key leadership positions.

f. To periodically review and assess the Company's human capital strategy, including talent acquisition, development, and retention programs.

g. To ensure compliance with relevant legal and regulatory requirements pertaining to executive and employee compensation and performance management.

h. To report regularly to the Board of Directors on its activities, findings, and recommendations.

ARTICLE IV: MEETINGS

The Performance Committee shall meet at least {{number_of_meetings}} times annually, or more frequently as circumstances require, at the call of the Chairperson or a majority of its members. A quorum for any meeting shall consist of a majority of its members. The Committee may invite any director, officer, or employee of the Company, or any external advisor, to attend its meetings to provide information and advice.

ARTICLE V: AUTHORITY AND RESOURCES

The Performance Committee shall have the authority to conduct any investigation it deems necessary or appropriate to fulfill its responsibilities. It shall have full access to all books, records, facilities, and personnel of the Company. The Committee shall also have the authority to retain, at the Company's expense, independent legal, accounting, or other advisors as it deems necessary to carry out its duties.

ARTICLE VI: AMENDMENT

These resolutions may be amended or repealed by the Board of Directors of the Company at any time.

ARTICLE VII: EFFECTIVE DATE

This Resolution shall be effective as of {{effective_date}}.

CERTIFICATION

The undersigned, being the duly appointed Secretary of {{company_name}}, hereby certifies that the foregoing is a true and accurate copy of resolutions duly adopted by the Board of Directors of the Company at a meeting held on {{meeting_date}}, at which a quorum was present and voting throughout.

SIGNATURE BLOCK

_____________________________

{{secretary_name}}

Company Secretary

Date: {{signature_date}}