Corporate Governance

Pasco is managed under the direction of the Board of Directors, whose purpose is to maximize long term economic value for our stakeholders by responsibly addressing the concerns of our employees, business partners, the communities and governments where Pasco has operations and does business, and the public at large. In fulfilling its duties, the Board and its committees oversee the corporate governance of Pasco, oversee and advise management in developing our financial and business goals, oversee our public disclosures and the processes behind them, and evaluate management’s performance in pursuing and achieving those goals.

The following is a list of topics that are addressed on this Web page:

• Board Committees
• Code of Ethics

Board Committees

The following provides an overview of the membership and responsibilities of all of the committees of the Board of Directors.

Audit Committee

• Oversees accounting and financial reporting processes and audits of the financial statements
• Monitor compliance with applicable laws and regulations and review significant cases of misconduct
• Oversees internal controls and procedures
• Oversees disclosure controls and procedures
• Oversees implementation of the Code of Business Ethics
• Oversees internal audit function
• Oversees independent auditors

Corporate Governance Committee

• Recommend committee membership
• Oversees corporate governance
• Board and committee evaluation and development
• Oversees succession planning

Option Grant Committee

• Makes grants of share options and restricted share options to non-executive employees eligible to participate in our employee equity plans to allow for efficient response to hiring and other personnel needs

Code of Ethics

We have adopted a Code of Ethics designed to ensure that our employees, executives and directors act with the highest integrity.

Code of Business Ethics

We review and update our Code of Business Ethics annually. The purpose of the Code is to convey the basic principles of business conduct expected of all employees, including our Chief Executive Officer and other senior personnel performing similar functions. We require every officer and employee to review the Code at least once a year and to submit a report (i) stating that the employee has read and understands the Code, (ii) reporting any conflicts of interest the employee may have, (iii) agreeing to comply with all of Pasco’s policies and (iv) reporting any suspected violations of the Code or Pasco’s policies referenced in the Code by the employee or other employees.