Corporate Governance

Corporate Governance

Our business is managed by our senior management under the direction of our Board of Directors. The Board has adopted, and periodically reviews, policies and procedures to guide it in the discharge of its oversight responsibilities. These policies and procedures provide a framework for the proper operation of our company, consistent with our shareholders' best interests and the requirements of the law. They are summarized in this section.

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Corporate Governance Highlights

Board Independence

Currently one of Ariel Way's two Board members are independent. Independent members do not have any material relationship with the Company outside of their board service and do not receive any direct or indirect benefit from the Company outside of their director's fee. We intend at earliest opportunity to recruite additional independent members of the Board to ensure that a majority of the members of the Board are independent members.

Board Committee Independence

The Board has established four different independent Committees:

Audit and Finance Committee

Compensation Committee

Governance Committee

Financing and M&A Committee.

All members of Ariel Way's Audit and Finance, Compensation and Governance Committees are required to be independent. In addition, the Chairpersons of the Audit and Finance, and Compensation Committees are required to be financial experts with applicable experience from other companies.

Board Activity

Ariel Way's Board became constitutional in October 2004 and has met at various occasions over the years through year 2010 either as physical meetings or with the use of written unanimous consents without a physical meeting;

Average director attendance has been 100% since 2004, with no director attending less than 100% of the Board and Committee meetings.

Auditor Independence

The Company's independent auditors report directly to the Audit Committee.

Audit Committee

Compensation Committee

Governance Committee

Finance Committee

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