P.O. Box 1118 • 1200 American Flat Road • Virginia City, NV 89440 Direct (775) 848-5310 • Facsimile (775) 847-4762 Page 3 of 11 such other times as determined by the Board. It is the sense of the Board that it should not adopt a policy with respect to the separation of the offices of Chairman of the Board and the Chief Executive Officer. While this matter relates to corporate governance, it also relates to succession planning and it is in the best interests of the Company for the Board to make a determination with respect to this matter on a case-by- case basis as part of the succession planning process. I I I . Committees The Board shall establish and maintain three standing committees: the Audit and Finance Committee; the Compensation Committee; and the Nominating and Governance Committee. The Board may establish and maintain, at any time from time to time and for so long as it shall deem necessary or appropriate, other committees. All of the members of the standing committees of the Board will be independent directors within the meaning of the rules of the Listing Entity and, in the case of the Audit and Finance Committee, the meaning of the Sarbanes-Oxley Act of 2002 and Rule 10A-3 under the Securities Exchange Act of 1934. If an Audit and Finance Committee member simultaneously serves on an audit committee of more than three public companies, the Board shall determine that such simultaneous service would not impair the ability of such member to effectively serve on the Audit and Finance Committee; and shall disclose such determination either in its annual proxy statement or on or through its website (with reference in the annual proxy statement to such website disclosure, including the website address). Committee members will be appointed by the Board upon recommendation of the Nominating and Governance Committee, taking into consideration the desires of individual directors. It is the sense of the Board that consideration should be given to rotating committee members periodically, but the Board does not believe that rotation should be mandated as a matter of policy. Each committee will have a charter. The charter will set forth the purposes and power of the committee as well as additional qualifications for committee membership, appointment and removal of committee members, committee procedures and committee reporting to the Board. The charter will also provide that the committee will evaluate its charter and its performance annually. All committee charters (and changes thereto) must be Board approved. The Chair of each committee, in consultation with the committee members, will determine the frequency, place and length of committee meetings, consistent with any requirements set forth in the committee charter or applicable law. The Chair of each committee, in consultation with the committee members and management, will develop the agenda for each committee meeting. After each annual organizational meeting of the Board, each committee will establish a schedule of agenda subjects to be discussed during the year and the meeting at which such subjects shall be discussed (in each case, to the degree that these can be foreseen). The schedule for each committee will be furnished to all directors.
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