Corporate Governance Guidelines
The Board of Directors (the “Board”) of Flow Assurance Group Corporation (the “FAGC”) has adopted these Corporate Governance Guidelines (the “Guidelines”) to assist in the exercise of its responsibilities. These Guidelines are not intended to create legally binding obligations and should be interpreted in the context of all applicable laws, rules, regulations, stock exchange listing standards, the Company’s Bylaws and other relevant governing legal documents. These Guidelines will be reviewed annually, or more often as appropriate, by the Nominating and Corporate Governance Committee and revised as appropriate.
Board Oversight.
The Board’s primary responsibility is to provide effective oversight of the Company’s business for the benefit of its shareholders, members and investors. In furtherance of that responsibility, the Board will:
A. Strategic Oversight: Conduct periodic reviews of and approve the Company’s business strategy and monitor performance against
such strategy or changes thereto.
B. Board Committees: Receive periodic updates from management to the Board or its committees (the “Committees”) regarding:
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Accounting, financial, disclosure, and other controls (Audit Committee);
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The Company’s compensation philosophy and objectives (Compensation Committee);
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Health, safety, and environmental (“HSE”) and sustainability performance, including processes to ensure compliance with internal policies and goals and applicable laws and regulations; in this regard, the Company has focused on the health and safety of its employees and environmental and climate issues and the oversight of these matters will continue to be the focus of the Health, Safety and Environment Committee (Health, Safety and Environment Committee);
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Quality performance, including processes to ensure compliance, policies, goals and applicable regulations; (Quality Assurance Committee);
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Governance matters, environmental and social trends and best practices, and political expenditures, payments to trade associations, and lobbying activities of the Company (Nominating and Corporate Governance Committee);
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Information security, cybersecurity, and artificial intelligence (Board and Audit Committee); and;
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The adequacy of policies to govern corporate conduct, compliance systems, and controls (Board and all Committees).
Statement of Corporate Governance and Integrity from our Committee
At Flow Assurance Group Corporation, doing the right thing always comes first. We must make sure that everything we do is safe, honest, and takes care of our people, our customers, the communities we operate in, and the environment is easily damaged by a single poor decision or the careless actions of a few. This is why it is vital that each of us acts with integrity, meets the highest possible professional standards, and abides by all applicable laws, regulations, and industry policies.
To help you do the right thing always, we have created the FAGC EHS, Quality and Code of Conduct-business, It is this commitment that enables us to be trusted partners with our customers and suppliers, distinguishes us in the industry, and drives our success. It is a reputation that we have built through a lot of hard work, but that
The Flow Assurance Group Corporation Codes:
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Be honest, fair, and trustworthy in all of your Flow Assurance Group Corporation activities and relationships
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Obey applicable laws and regulations governing our business worldwide
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Fulfill your obligation to be the voice of integrity and promptly report any concerns you have about compliance with law, the Flow Assurance Group Corporation policy, or this Codes
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Effective compliance is a competitive advantage. Work to run the company in as competitive a way as possible— with speed, accountability, and compliance
The Codes and Manuals are just the beginning and forms the foundation of our culture. It is a guide that establishes the standards and policies we expect you to commit to and provides you with guidance to help you do the right thing. Each of you should read it carefully and make sure that you understand what is expected of you, and Flow Assurance Group Corporation as a business. But most importantly, you should always speak up if you have a question or a concern and reach out to your manager, legal counsel, compliance leader, or your local ombudsperson. By using the Flow Assurance Group Corporation Codes and Manuals and our guides, we can take energy forward - making it safer, cleaner, and more efficient for people and the planet.
Flow Assurance Group Corporation
The Boards of Directors