Frequency Holdings Inc. (FRQN)
I. Introduction
These Corporate Governance Guidelines help our Board of Directors (the “Board”) and management pursue Frequency’s objectives in the best interests of our stockholders. The guidelines are a flexible framework, not a contract. They should be read with our charter and bylaws, our committee charters, our Code of Conduct, and all applicable laws and regulations.
II. Board Structure and Composition
- Size of the Board
The Board determines its size from time to time based on the scope of the Company’s operations and needs.
- Director Qualifications
The Nominating and Corporate Governance Committee identifies and evaluates candidates, including those recommended by stockholders. Qualifications include integrity, sound judgment, relevant operating or financial expertise, time availability, and a diversity of skills and perspectives that support the Company’s strategy.
- Independence
A majority of directors will be independent as required by applicable laws and regulations. Directors who experience a change that may affect independence should notify the Corporate Secretary.
- Tenure and Refreshment
Directors are elected annually. We do not set term limits. The Nominating and Corporate Governance Committee reviews Board effectiveness and composition each year and recommends refreshment when appropriate.
- Change in Primary Occupation
A director who has a material change in role or responsibilities should notify the Chair. The Nominating and Corporate Governance Committee will review continued service in light of the change.
- Election of Directors
Directors are elected by stockholders at the annual meeting or appointed by the Board to fill vacancies in accordance with our bylaws.
III. Principal Duties of the Board
- Oversight of Strategy and Performance
Directors exercise their business judgment to act in the best interests of the Company and its stockholders. The Board oversees management’s execution of strategy and monitors performance against plans and peers.
- Risk Oversight
The Board oversees strategic, financial, operational, cybersecurity, legal, and compliance risks. Committees review specific risk areas within their charters and report to the Board.
- Leadership Selection
The Board selects the Chair and the Chief Executive Officer in line with our governing documents. The Board may separate or combine these roles as it deems appropriate.
- Management Evaluation and Compensation
The Compensation Committee evaluates the CEO and other executive officers at least annually and oversees compensation programs that align pay with performance and responsible risk management.
- Succession Planning
The Board reviews executive succession and leadership development at least annually, including emergency and long-term plans.
- Related-Party Transactions and Conflicts
Directors must promptly disclose any actual or potential conflicts. The Audit Committee reviews related-party transactions as required by policy and applicable rules.
- Financial Integrity and Controls
The Audit Committee oversees the integrity of financial statements, the independent auditor, internal controls, and disclosure controls. Interference with audits is not permitted.
IV. Board Procedures
- Meetings
The Board meets regularly, with additional special meetings as needed. Agendas and materials are provided in advance when practicable.
- Attendance and Preparation
Directors are expected to attend and meaningfully participate in all Board and relevant committee meetings and to prepare in advance.
- Executive Sessions
Independent directors meet in executive session on a regular basis.
- Access to Management and Information
Directors have full access to management and Company information as needed to fulfill their duties. The Board encourages management to invite key leaders to present on important topics.
- Confidentiality
Directors must protect the confidentiality of Board and committee deliberations and Company information.
V. Board Committees
- Standing Committees
The Board maintains the following standing committees:
- Audit Committee
- Compensation Committee
- Nominating and Corporate Governance Committee
- Each committee operates under a written charter approved by the Board.
- Membership and Leadership
The Board appoints committee members and chairs and may change composition as needed.
- Authority to Engage Advisors
The Board and its committees may engage independent legal, financial, or other advisors at the Company’s expense.
VI. Director Orientation and Continuing Education
New directors receive an orientation to the Company’s strategy, risk profile, financials, governance, and key policies. The Board supports ongoing director education and will reimburse reasonable expenses for approved programs.
VII. Board and Committee Performance
The Board and each committee conduct annual self-evaluations. The Nominating and Corporate Governance Committee oversees the evaluation process and recommends enhancements.
VIII. Director Compensation
Employee directors do not receive additional compensation for Board service. The Compensation Committee reviews and recommends compensation for non-employee directors that is simple, competitive, and aligned with stockholder interests.
IX. Auditor Oversight
The Audit Committee is directly responsible for the appointment, compensation, retention, and oversight of the independent registered public accounting firm, including partner rotation as required by applicable rules.
X. Stockholder and Stakeholder Communications
- Annual Meeting
Directors are encouraged to attend the annual meeting of stockholders.
- External Engagement
Management speaks for the Company. The Board may engage directly with stockholders on governance matters as appropriate, but all routine communications should be directed through Investor Relations at IR@frequencyhold.com.
XI. Code of Conduct
Directors, officers, and employees are subject to the Company’s Code of Conduct. The Code is available on our website. Waivers for directors or executive officers require Board approval.
XII. Periodic Review
The Nominating and Corporate Governance Committee reviews these Guidelines at least annually and recommends updates to the Board when appropriate.
