Charters

Charter of the Audit Committee of CBA Florida, Inc.

 

General Purpose

The Audit Committee (“Committee”) shall provide assistance to the  Board of Directors of the Company in fulfilling its oversight  responsibility to shareholders, potential shareholders and the  investment community relating to (a) the accounting and reporting  practices of the Company, (b) the effectiveness of the Company’s  internal control over financial reporting, (c) the Corporation’s  compliance with legal and regulatory requirements related to financial  reporting, (d) the qualifications and independence of the Corporation’s  independent auditor, (e) the performance of the Corporation’s  independent auditor and (f) the quality and integrity of the financial  reports of the Corporation.

1. Major Committee Responsibilities.

1.1. Providing an open avenue of communication between the  independent auditor, Finance management, and the Board of Directors;  reporting Committee actions to the Board of Directors with such  recommendations as the Committee may deem appropriate.

1.2. Having sole authority to appoint, approve the compensation of,  evaluate and provide oversight of the independent auditor, subject only  to stockholder ratification of the appointment.

1.3. Pre-approving, by the Committee’s defined process, all audit and  non-audit services provided by the independent auditor, confirming  annually the independence of the independent auditor, reviewing  quarterly the independent auditor’s non-audit services and related fees,  and not engaging the independent auditors to perform specific non-audit  services proscribed by law or regulation.

1.4. Reviewing with the independent auditor and Finance management the audit scope and plan, and
 coordination of audit efforts to assure completeness of coverage,  reduction of redundant efforts, the effective use of audit resources,  and the use of independent public accountants other than the appointed  independent auditor of the Company.

1.5. Considering and reviewing with Finance management the adequacy of the Company’s internal controls.

1.6. Reviewing with Finance management and the independent auditor at the completion of the annual
 audit:

1.6.1 The Company’s annual financial statements and related footnotes.

1.6.2 Any significant changes required in the independent auditor’s audit plan.

1.6.3 Any significant changes in accounting policies.

1.6.4 Any difficulties encountered by the auditor in the course of  their audit, including any restrictions on the scope of their work or  access to required information, or disputes with management encountered  during the course of the audit.

1.6.5 Other matters related to the conduct of the audit which are to be communicated to the
 Committee under generally accepted auditing standards.

1.6.6 Significant findings during the year and management’s responses thereto.

1.7. Overseeing the financial reporting process and reviewing the periodic reports of the Company
 including annual and quarterly reporting and press releases associated  with such reports with Finance management and the independent auditor  prior to filing of the reports with the Securities and Exchange  Committee (“SEC”).

1.8. Establishing procedures for the receipt, retention and treatment  of comments and complaints received by the Company regarding  accounting, internal accounting controls or auditing matters and the  anonymous submission by employees regarding questionable accounting  matters.

1.9. Participation by the Committee Chair in a meeting (in person or telephonic) among Finance
 management and the independent auditor prior to earnings release.

1.10. Reviewing legal and regulatory matters that may have a material impact on the Corporation’s financial statements.

1.11. In connection with each periodic report of the Company, reviewing:

1.11.1 Management’s disclosure to the Committee under Section 302 of the Sarbanes-Oxley Act.

1.11.2 The contents of the Chief Executive Officer and the Chief  Financial Officer certificates to be filed under Sections 302 and 906 of  the Act.

1.12. Providing a report in the annual proxy that includes the  Committee’s review and discussion of matters with management and the  independent auditor.

1.13. Reviewing with Finance management any significant changes to Generally Accepted Accounting
 Principles (“GAAP”) and/or other applicable financial policies and standards.

1.14. Reviewing with Finance management and the independent auditor  at least annually the Corporation’s critical accounting policies and  practices, and all alternative treatments of financial information  within GAAP that have been discussed with management.

1.15. Meeting with the independent auditor in executive session to  discuss any matters that the Committee or the independent auditor  believes should be discussed privately with the Committee.

1.16. Meeting with Finance management in executive sessions to  discuss any matters that the Committee or Finance management believes  should be discussed privately with the Committee.

1.17. Conducting or authorizing investigations into any matters within the Committee’s scope of
 responsibilities and in connection therewith, having full access to all books, records, facilities, and
 personnel of the Company, and retaining independent counsel,  accountants or others to assist it in the conduct of any investigation.

1.18. Performing such other functions as assigned by law, the  Company’s Certificate of Incorporation or bylaws, or reasonably required  by the Board of Directors.

1.19. Reviewing the adequacy of this Charter and recommending any changes to the Board of Directors for approval.

1.20. Review of the Code of conduct and any whistle blower complaints.

1.21. Review the Representation letter of management to the independent auditors

2. Committee Composition.

2.1. Size of Committee. The Committee shall be composed of at least three Directors.

2.2. Proportion of Independent Directors. All members of the Committee will be independent.

2.3. Definition of Independence. The definition of “independence” for members of the Committee shall
 be the same as the definition of “independence” for Directors as contained in the Board of Directors
 Charter, provided that in addition to such requirements, for a Committee member to be “independent,”
 the Committee member must also satisfy the independence standards for  audit committee members specified by Rule 10A-3 under the Securities  Exchange Act of 1934, as amended.

2.4. Term Limits. Committee members will serve for a term of one year or the unexpired portion of the
 term of the Committee member who resigned or was removed if that unexpired portion is less than one
 year. Committee membership will be reviewed and assigned, including based on the results of the annual
 Committee and Director evaluations.

3. Selection of Committee Members.

3.1. Selection Criteria. In addition to the qualifications required of all Directors, the Committee
 collectively should have experience with or knowledge of accounting, auditing, business, and SEC
 requirements. At least one member will be a “financial expert” as defined by applicable SEC rules.

3.2. Commitment. Committee members must be able to commit the requisite time for preparation and
 attendance at regularly scheduled Committee meetings, as well as be able to devote time and attention
 to other matters deemed necessary for good corporate governance. Accordingly, each member should
 have: (a) knowledge of the primary industries in which the Corporation operates; (b) the ability to read
 and understand fundamental financial statements, including the balance sheet, income statement,
 statements of cash flow and key performance indicators; and (c) the ability to understand key business
 and financial risks and related controls and control processes.

3.3. Independence. The independence (as defined in Section 2.3) of each individual considered for
 membership on the Committee shall be taken into account in order to satisfy Section 2.2.

3.4. Appointment; Removal. All members of the Committee shall be appointed by the Board of Directors.
 The Committee Chair will be appointed by the Board of Directors. Any Committee member may be
 removed by action of the Board of Directors at any time for any reason.

3.5. Resignations. Any member of the Committee may resign as a Committee member at any time. It is
 expected that the resigning member will resign in writing and will give appropriate notice to the
 Committee Chair of his or her intention to resign.

4. Compensation.

4.1. Compensation. The compensation for service on the Committee shall be determined by the Board of
 Directors.

4.2. Expense Reimbursement. Committee members will be reimbursed for all reasonable expenses
 incurred while attending Committee meetings, training of the Committee or otherwise at the request of
 the Board of Directors.
5. Committee Meeting Procedures.

5.1. Frequency and Length of Meetings. The Committee will meet at  least once each quarter, either in person or telephonically. The length  of the meetings will be determined by the agenda.

5.2. Setting Agendas. The Committee Chair will establish the agenda for each Committee meeting. Any
 Committee member may suggest the addition of other items on the agenda.

5.3. Attendance Expectations. All Committee members are expected to attend all the meetings of the
 Committee.

5.4. Advanced Distribution of Committee Materials. Information that is important to the Committee’s
 understanding of the specific matters to be discussed at the Committee meeting should be distributed
 by the Committee Chair or management in writing to the Committee at  least 48 hours prior to the Committee meeting. For highly sensitive  matters, the content may be discussed at the meeting without any prior  written materials.

5.5. Attendance by Non-Members. The Committee may, from time to time, invite other members of the
 Board of Directors, senior management or other employees of the Corporation into Committee
 meetings to provide additional insight into the matters being discussed because of personal
 involvement in or knowledge about these matters.

5.6. Quorum. At all Committee meetings, a majority of the total number of the Committee’s members
 shall constitute a quorum for the transaction of business.

5.7. Minutes. The Committee Chair will designate someone to record the minutes of each Committee
 meeting. All minutes shall be filed with the Corporation’s records and maintained in the same manner
 as the minutes of the meetings of the Board of Directors.

6. Committee Action Without a Meeting.

6.1. Written Consent. The Committee may take any action by unanimous written consent that the
 Committee might take at a meeting.

6.2. Filing of Written Consent. Any written consent of the Committee pursuant to Section 6.1 shall be
 filed with the Corporation’s records and maintained in the same manner as the minutes of the meetings
 of the Board of Directors.

7. Committee Performance.

7.1. Assessment of Committee Effectiveness. The Governance and Nominating Committee will provide an
 annual assessment to the Board of Directors of each Committee’s performance.

8. Committee Relationships.

8.1. Interaction with Management. The Committee will have complete access to the Corporation’s
 management to discuss matters or requests information relating to the Committee’s responsibilities.

8.2. Access to Independent Auditors and Outside Legal Counsel. The Committee will have full access to
 the designated outside counsel, outside auditors or to any other consultants deemed beneficial by the
 Committee.

9. Leadership Development.

9.1 Committee Development. In addition to training received as a member of the Board of Directors,
 selected members of the Committee may receive targeted training. The Chair of the Board of
 Directors will approve all training.
10. Amendments to Charter.

10.1. Amendments. This Charter may be amended or repealed by action of the Board of Directors at any time.
11. Limitation of Audit Committee Role.
 11.1 While the Audit Committee has the responsibilities and powers set  forth in this Charter, it is not the duty of the Audit Committee to plan  or conduct audits or to determine that the Company’s financial  statements and disclosures are complete and accurate and are in  accordance with generally accepted accounting principles and applicable  rules and regulations. These are the responsibilities of management and  the outside auditor.

Charter of the Nominating and Governance Committee

 

1. Organization and Governance of the Nominating and Governance  Committee. The Nominating and Governance Committee (the “Committee”) of CBA Florida, Inc. (the “Company”) shall consist of not less than  three members of the Board of Directors (the “Board”), one of whom shall  be the Chair of the Committee. The Committee and the Chair shall be  appointed annually by the Board. The Committee shall be comprised of  Directors such that the Committee complies with all independence  requirements under the “NASDAQ Rules for Determining Whether a Member of  the Board of Directors is Independent”. In order to fulfill its role,  the Committee shall be organized and governed in the following manner: 

a. Action may be taken by the Committee upon the affirmative vote of a majority of the members;

b. Any two members or the Chair of the Committee may call a meeting  of the Committee upon due notice to each other member prior to the  meeting;

c. Action may be taken by the Committee without a meeting if all of  the members of the Committee indicate their approval in writing; and

d. No business may be transacted by the Committee at a meeting unless  a quorum of the Committee is present. A majority of the members of the  Committee shall constitute a quorum;

e. The Committee may delegate its authority to a subcommittee.

2. Statement of Purpose. The purposes of the Committee are (i) to  identify individuals qualified to become members of the Board, (ii) to  recommend Director nominees for election at the next annual meeting of  shareholders, subject to approval by the Board, (iii) to develop and  recommend to the Board a set of corporate governance principles  applicable to the Company and (iv) to oversee the evaluation of the  Board and its dealings with management and appropriate committees of the  Board.

3. Goals and Responsibilities of the Committee. The responsibilities shall include the following: 

01. Corporate Governance – The Committee shall:

a. develop and recommend to the Board a set of governance guidelines applicable to the Company (the “Governance Guidelines”);

b. from time to time, as it considers appropriate, review the  Governance Guidelines as well as the Corporate Code of Ethics and  Conduct (the “Code of Ethics”) and recommend to the Board any changes to  the Governance Guidelines or Code of Ethics to which it considers  appropriate;

c. make recommendations to the Board regarding disclosure policies  with respect to matters not covered by mandated financial disclosure;  and

d. make recommendations to the Board regarding proposals or  amendments to the Company’s Charters and Bylaws, including those which  may require shareholder approval.

02. Process for Nominating Directors – The Committee shall create a  formal procedure for the appointment of new directors to the Board and  as part of that process shall:

a. recommend to the Board for its approval the selection criteria to  be used by the Committee in selecting candidates for nomination to the  Board based on such considerations as the Committee may consider  appropriate;

b. identify Director candidates who;

i. have a high level of professional integrity and demonstrated business ability; and
ii. who otherwise meet the selection criteria approved by the Board from  time to time as potential nominees for election or appointment to the  Board;

c. recommend to the Board the individuals to be nominated for:

i. election by shareholders, subject to approval by the Board; or
ii. appointment by the Board to fill any vacancy on the Board;
and

d. from time to time, as the Committee considers appropriate, examine  the size and composition of the Board; and, if it considers appropriate  recommend to the Board a program to replace or add members to the  Board.

03. Identifying and Recommending New Nominees – The Committee shall  identify the individuals qualified to become new Directors, consistent  with the selection criteria approved by the Board, and ensure  appropriate candidates with needed talents can be identified to fill  planned or unplanned vacancies. The Committee shall consider any  director candidates recommended by the Company’s stockholders consistent  with any criteria or procedures set forth in the Governance Guidelines.

04. Orientation – The Committee shall develop and recommend to the  Board a comprehensive orientation program for new Directors, which shall  include assisting new Directors to understand:

a. the role of the Board and its committees;
b. the contribution individual Directors are expected to make; and
c. the nature and operation of the corporation’s business.

05. Position Descriptions – The Committee shall, together with the  Chief Executive Officer, develop and recommend to the Board a position  description for the Chair of the Board that the Chief Executive Officer  and shall review and approve.

06. Director Independence Review – The Committee shall annually  review the relationship that each Director has with the Company in order  to satisfy itself that all applicable independence criteria have been  met.

07. Code of Conduct Waivers – Either the Board or the Committee shall  consider and, if it considers appropriate, approve the granting of  waivers of the Company’s business code of conduct and ethics for the  benefit of Directors or executive officers.

4. Powers of the Committee on Directors and Corporate Governance. In  order to fulfill this role, the Committee shall have the sole authority  to retain and terminate a search firm to assist in the identification of  director candidates, and have the authority to approve the search  firm’s fees and other retention terms. The Committee shall also have the  authority to retain legal, accounting or other experts that it  determines to be necessary to carry out its duties and to determine  compensation for such advisors.

5. Reporting to the Board. The Committee shall report to the Board on  significant matters at the next scheduled meeting of the Board and,  otherwise, shall report to the Board at such other times as the Chair  may determine is appropriate.

6. Related Party Transactions. The Committee shall be responsible for the review and approval of related party transactions.

7. Amendments to Charter. This Charter may be amended or repealed by action of the Board of Directors at any time.

Charter of the Compensation Committee of the Board of Directors of CBA Florida, Inc.

 

Organization and Governance
The Compensation Committee (the “Committee”) of the Board of Directors  (the “Board”) of CBA Florida, Inc. (the “Company”) will be  comprised of three or more members, one of whom will act as Chair and  each of whom is determined by the Board to be “independent” in  accordance with the provisions of Rule 10C-1(b)(1) under the Securities  Exchange Act of 1934, as amended (the “Exchange Act”) and the rules of  NASDAQ or any stock exchange on which the Company’s shares may be listed  or traded. Additionally, no director may serve unless he or she (i) is a  “non-employee director” for purposes of Rule 16b-3 under the Exchange  Act and (ii) satisfies the requirements of an “outside director” for  purposes of Section 162(m) of the Internal Revenue Code.
 The members of the Committee will be appointed by the Board based on  recommendations from the Nominating and Governance Committee of the  Board. The members of the Committee will serve for such term or terms as  the Board may determine or until earlier resignation or death. The  Board may remove any member from the Committee at any time with or  without cause.
 The Committee will act by a majority of the members present at a  meeting. Meetings may be held in person or by telecommunications  pursuant to which all members attending can communicate with each other.  In lieu of a meeting, the Committee may act by unanimous written  consent. In the event that one or more vacancies on the Committee  temporarily reduces the number of members to two (2), actions taken by  the two (2) members of the Committee will be deemed authorized actions  of the Committee.
Statement of Purpose
 The purpose of the Committee is to discharge the responsibilities of  the Board with respect to the compensation of the Company’s executives.
Duties and Responsibilities

 The Committee will:

1.  Establish the Company’s executive compensation strategies,  policies and programs to enable the Company to attract, retain, deploy  and motivate executives necessary to meet current and future needs of  the Company.

2.  Review and make recommendations regarding the compensation of the  Chief Executive Officer, including base salary, annual and other fiscal  year incentives, long-term incentives, equity-based awards and all  other executive benefits on an annual basis. In evaluating and making  recommendations regarding the Chief Executive Officer’s compensation,  the Committee will consider the results of the most recent stockholder  advisory vote on executive compensation (“Say on Pay Vote”) required by  Section 14A of the Exchange Act. The Chief Executive Officer cannot be  present during any voting or deliberations by the Committee on his or  her compensation. The Committee will submit its recommendation to the  Board for final approval.

3.  Review and make recommendations regarding the goals and  objectives relevant to the variable compensation of the Chief Executive  Officer, evaluate the Chief Executive Officer’s performance against  those goals and objectives, and set the Chief Executive Officer’s  variable compensation awards based on this evaluation on an annual  basis. The Committee will submit its recommendation to the Board for  final approval.

4.  Review and make recommendations regarding compensation of the  Company’s executive officers, including base salaries, annual and other  fiscal year incentives, long-term incentives, equity-based awards and  all other executive benefits on an annual basis. In evaluating and  making recommendations regarding executive compensation, the Committee  will consider the results of the most recent Say on Pay Vote. The  Committee will submit its recommendation to the Board for final  approval.

5.  Review and make recommendations regarding long-term incentives  and equity-based awards for all employees. The Committee will submit its  recommendation to the Board for final approval.

6.  Review and make recommendations regarding executive compensation  and benefit programs, including the Company’s executive incentive  compensation plans, equity-based plans and executive pension and welfare  plans, and recommend to the Board proposals for adoption, amendment or  termination of such plans. In reviewing and making recommendations  regarding such plans, including whether to adopt, amend or terminate  such plans, the Committee will consider the results of the most recent  Say on Pay Vote. The Committee will submit its recommendation to the  Board for final approval.

7.  Review broad-based employee benefit programs, (e.g., major  pension plans, employee savings plans and employee health and welfare  plans), and recommend to the Board proposals for adoption, amendment or  termination of such plans.

8.  Exercise all powers and discretion vested in the Board under the  Company’s equity compensation plans, including the authority to grant  awards. The Committee will submit its recommendation to the Board for  final approval.

9.  Review and make recommendations regarding the content and  issuance of any employment agreements and any severance arrangements or  plans, including any benefits to be provided in connection with a change  in control, and change in control agreements for the Chief Executive  Officer and other executive officers, which includes the ability to  adopt, amend and terminate such agreements, arrangements or plans. The  Committee will submit its recommendation to the Board for final  approval.

10.  Issue a report to the shareholders to the extent required by the  Securities and Exchange Commission for inclusion in the Company’s  annual general meeting proxy statement or Annual Report on Form 10-K.

11.  To review on an annual basis the risks arising from the  Company’s compensation policies and practices for its employees and  determine whether or not such policies and practices are reasonably  likely to have a material adverse effect on the Company.

12.  The Committee shall establish, and from time to time, as it  considers appropriate, review, director compensation guidelines and  principles, which include a statement of principle that the Company’s  Director compensation arrangements shall be competitive with director  compensation at comparable companies; and a requirement that a portion  of the Director’s compensation (as determined by the Committee from time  to time) be paid in the form of equity.

13.  Periodically review and make recommendations to the Board  regarding the form and amount of the compensation of Board and Board  Committee members.

14.  Perform any other activities consistent with this Charter, the  Company’s certificate of incorporation and governing law, as the  Committee or the Board deems necessary or appropriate.
Outside Advisors
 The Committee may select, retain and/or replace, or obtain advice of,  as needed in its sole discretion, compensation and benefits consultants,  independent legal counsel and any other adviser to provide advice to  the Committee. In that connection, in the event the Committee retains  any such adviser, the Committee will be directly responsible for  compensation and oversight of the adviser and will have the sole  authority to approve such adviser’s fees and other retention terms. The  Company will provide funding, as determined by the Committee, for  payment of compensation to such adviser.
 Before selecting such an adviser, the Committee will undertake an  independence assessment prior to selecting the adviser that will provide  advice to the Committee, taking into account such factors as may be  required by NASDAQ or any stock exchange on which the Company’s shares  may be listed or traded from time to time. The Committee may retain, or  receive advice from, any compensation advisor they prefer, including  ones that are not independent, after considering the specified factors.
 The Committee is not required to assess the independence of any  compensation consultant or other advisor that acts in a role limited to  consulting on any broad-based plan that does not discriminate in scope,  terms or operation in favor of executive officers or directors and that  is generally available to all salaried employees or providing  information that is not customized for a particular company or that is  customized based on parameters that are not developed by the consultant  or advisor, and about which the consultant or advisor does not provide  advice.
 The Committee shall evaluate whether any compensation consultant  retained or to be retained by it has any conflict of interest in  accordance with Item 407(e)(3)(iv) of Regulation S-K. Any compensation  consultant retained by the Committee to assist with its responsibilities  relating to executive compensation shall not be retained by the Company  for any compensation or other human resource matters.
 The Committee will review on an annual basis the performance of  compensation and benefits consultants, independent legal counsel and any  other adviser engaged to perform such services.
Reporting to the Board
 Report to the Board significant issues discussed and make recommendations to be acted upon by the Board, as appropriate.
Evaluation of Charter and Committee
 The Committee will review at least annually the adequacy of this  Charter and recommend any proposed changes to the Board for approval.  The Committee will conduct an annual evaluation of its performance and  will present the results of the evaluation to the Board. The Committee  will conduct this evaluation in such manner as it deems appropriate.