Doofus - Board of Directors

Board of Directors

Management Director

Jacques Fourie (President and Chief Executive Officer)

Independent Outside Directors

Christopher (Chris) Ernst van Rooyen

Partha Debnath

Legal Counsel

Lois Li

Board Committees

Audit Committee

Compensation Committee

Nominating and Corporate Governance Committee

Audit Committee

Audit Committee Charter

The responsibilities and powers of the Audit Committee (the “Committee”) of the Board of Directors (the “Board”) of Doofus Corporation, a Delaware corporation (the “Corporation”), as delegated by the Board, are set forth in this Audit Committee Charter (this “Charter”). Whenever the Committee takes an action, it shall exercise its independent judgment on an informed basis that the action is in the best interests of the Corporation and its stakeholders.

Purpose.

The purpose of the Committee shall be to represent and assist the Board in the oversight and monitoring of:

The Corporation’s accounting and financial reporting processes and the audits of the Corporation’s financial statements;
The integrity of the Corporation’s financial statements;
The Corporation’s internal accounting and financial controls; and
The Corporation’s compliance with legal and regulatory requirements, and the independent auditors’ qualifications, independence and performance.

Committee Membership.

The Committee shall consist of at least three members of the Board. The members of the Committee shall be appointed by and serve at the discretion of the Board. Members of the Committee must meet the following criteria:

Each member must meet the independence and experience requirements and standards established from time to time by the Securities and Exchange Commission (the “SEC”) and any securities exchange on which the Corporation’s securities are listed or quoted for trading, in each case as amended from time to time.
Each member must be financially literate and able to read and understand fundamental financial statements, including the Corporation’s balance sheet, statement of operations and statement of cash flows, as determined by the Board.
At least one member must have accounting or related financial management expertise, as the Board interprets such qualification in its business judgment, by virtue of such member’s current or past employment experience in finance or accounting, requisite professional certification in finance or accounting, or any other comparable experience or background which results in such individual’s financial sophistication.
Each member shall also meet any other requirements and standards established from time to time by the SEC and any securities exchange on which the Corporation’s securities are listed or quoted for trading, in each case as amended from time to time, for audit committee members.

The Board shall designate one member of the Committee as its Chairperson.

A Committee member may resign by delivering his or her written resignation to the Chairperson of the Board, or may be removed by majority vote of the Board by delivery to such member of written notice of removal, to take effect at a date specified therein, or upon delivery of such written notice to such member if no date is specified. The Board shall have the power at any time to fill vacancies in the Committee, subject to such new member(s) satisfying the above requirements.

Meetings and Procedures.

The Committee shall set its own schedule of meetings and shall meet at least quarterly, with the option of holding additional meetings at such times as it deems necessary or appropriate. Meetings of the Committee shall be called by a majority of the members of the Committee upon such notice as is provided for in the Corporation’s Bylaws with respect to meetings of the Board. A majority of the Committee members shall constitute a quorum. Actions of the Committee may be taken in person at a meeting or in writing without a meeting. Actions taken at a meeting, to be valid, shall require the approval of a majority of the members of the Committee present and voting. Actions taken in writing, to be valid, shall be signed by all members of the Committee. The Committee shall maintain written minutes of its meetings, which minutes shall be filed with the minutes of the meetings of the Board. Periodically, the Committee shall meet separately with management, with the internal auditors and with the independent auditors.

The Committee may form subcommittees for any purpose that the Committee deems appropriate and may delegate to such subcommittees such power and authority as the Committee deems appropriate. The Committee shall not delegate to a subcommittee any power or authority required by law, regulation or listing standard to be exercised by the Committee as a whole.

The Committee shall make regular reports to the Board, which reports shall include to the extent that the Committee deems appropriate, any issues that arise with respect to the quality or integrity of the Corporation’s financial statements, the Corporation’s compliance with legal or regulatory requirements, the performance and independence of the Corporation’s independent auditors or the performance of the internal audit function.

Committee Authority and Responsibilities.

The Committee shall appoint and oversee the work of the independent auditors, approve the compensation of the independent auditors and review and, if appropriate, discharge the independent auditors. In this regard, the independent auditors shall report directly to the Committee, and the Committee shall have the sole authority to approve the hiring and discharging of the independent auditors, all audit engagement fees and terms and all permissible non-audit engagements with the independent auditors.

The Committee shall pre-approve (or, where permitted under the rules of the SEC, subsequently approve) engagements of the independent auditors to render audit services and/or establish pre-approval policies and procedures for such engagements, provided that (i) such policies and procedures are detailed as to the particular services rendered, (ii) the Committee is informed of each such service and (iii) such policies and procedures do not include delegation to management of the Committee’s responsibilities under the Securities Exchange Act of 1934 or SEC rules. The Committee shall also pre-approve any non-audit services proposed to be provided to the Corporation by the independent auditors.

The Committee shall review and reassess the adequacy and scope of this Charter annually and recommend any proposed changes to the Board for approval.

The Committee shall evaluate its performance annually.

To the extent deemed necessary or appropriate, the Committee shall be responsible for:

Oversight of the Corporation’s Relationship with the Independent Auditor.

Review the independence of the independent auditors, including (i) obtaining on a periodic basis a formal written statement from the independent auditors delineating all relationships between the independent auditors and the Corporation, (ii) maintaining an active dialogue with the independent auditors, covering any disclosed relationship or services that may impair their objectivity and independence, (iii) presenting this statement to the Board and (iv) to the extent there are any such relationships, monitoring and investigating them and, if necessary, taking, or recommending to the Board that the Board take appropriate action to maintain the independence of the independent auditors.
Evaluate, at least annually, the independent auditors’ qualifications, performance and independence, which evaluation shall include a review and evaluation of the lead partner of the independent auditors, rotation of the lead partner as required by law, and take appropriate action to oversee the independence of the independent auditors.
Review, in consultation with the independent auditors, the annual audit plan and scope of audit activities and monitor such plan’s progress.
Establish policies regarding the hiring of employees or former employees of the independent auditors.

Financial Statements and Disclosure Matters.

Discuss and, as appropriate, review with management and the independent auditors the Corporation’s financial statements and annual and quarterly reports, including the Corporation’s disclosures under Management’s Discussion and Analysis of Financial Condition and Results of Operations, discuss with the independent auditors any other matters required to be discussed by accounting and auditing standards, and recommend to the Board whether the audited financial statements should be included in the Corporation’s annual report.
Discuss with management, the internal auditors and the independent auditors significant financial reporting issues raised and judgments made in connection with the preparation of the Corporation’s financial statements, including the review of (i) major issues regarding accounting principles and financial statement presentation, including any significant changes in the Corporation’s selection or application of accounting principles; (ii) analyses prepared by management and/or the independent auditors setting forth significant financial reporting issues raised and judgments made in connection with the preparation of the financial statements, including analyses of the effects of alternative GAAP methods on the financial statements; (iii) the effect of regulatory and accounting initiatives, as well as off-balance sheet arrangements, on the Corporation’s financial statements; and (iv) the type and presentation of information be included in earnings press releases, as well as any financial information and earnings guidance to be provided to analysts and rating agencies.
At least annually, obtain and review a report by the independent auditor describing: (i) the audit firm’s internal quality-control procedures; (ii) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or (iii) by any inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried out by the audit firm, and any steps taken to deal with any such issues described in the report.
Receive, review and discuss quarterly reports from the independent auditors on (i) the Corporation’s major critical accounting policies and practices; (ii) significant alternative treatments of financial information within GAAP that have been discussed with management; (iii) ramifications of the use of such alternative disclosures and treatments; (iv) any treatments preferred by the independent auditors; and (v) other material written communications between the independent auditors and management, such as any management letter or schedule of unadjusted differences.
Review on a regular basis with the Corporation’s independent auditors any problems or difficulties encountered by the independent auditors in the course of any audit work, including management’s response with respect thereto, any restrictions on the scope of the independent auditors’ activities or on access to requested information, and any significant disagreements with management; and ensure the resolution of any disagreements between management and the independent auditors regarding financial reporting.
Review disclosures regarding the Corporation’s internal controls that are required to be included in SEC reports.
Discuss with management and the independent auditors any correspondence with regulators or governmental agencies and any published reports that raise material issues regarding the Corporation’s financial statements or accounting policies.
Discuss with management earnings press releases and financial information and earnings guidance to be provided to analysts and rating agencies, including any proposed use of “pro forma” or “adjusted” non-GAAP information.

Oversight of the Corporation’s Internal Control Function.

Review the adequacy and effectiveness of the Corporation’s internal control policies and procedures on a regular basis, including the responsibilities, budget and staffing of the Corporation’s internal audit and control function, as well as the need for any special audit procedures in response to material control deficiencies, through inquiry and discussions with the Corporation’s independent auditors and management.
Review the reports prepared by management, assessing the adequacy and effectiveness of the Corporation’s internal controls and procedures, prior to the inclusion of such reports in the Corporation’s periodic filings as required under SEC rules.

Compliance Oversight Responsibilities.

Discuss and review guidelines and policies with respect to risk assessment and risk management, including the Corporation’s insurance coverage from time to time.
Discuss with the Corporation’s chief legal officer legal matters that may have a material impact on the financial statements or the Corporation’s compliance procedures.
Establish procedures for receiving, retaining and treating complaints received by the Corporation regarding accounting, internal accounting controls or auditing matters and procedures for the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters.
Review, approve and monitor the Corporation’s code of ethics applicable to its senior financial officers.
Review any conflicts of interest and related party transactions to assess an impact on the Corporation’s internal controls or financial reporting and disclosure.
Approve reimbursement of expenses incurrent by management in identifying potential target businesses.

The Committee shall have the authority to engage independent counsel and other advisers, as it determines necessary, to carry out its duties. The Corporation shall provide for appropriate funding, as determined by the Committee, for payment of (i) compensation to the independent auditors engaged for the purpose of preparing or issuing an audit report or performing other audit review or attest services for the Corporation, (ii) compensation to any advisers employed by the Committee and (iii) ordinary administrative expenses of the Committee that are necessary or appropriate for carrying out its duties.

Adopted as of January 1, 2020

Compensation Committee

Compensation Committee Charter

The responsibilities and powers of the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Doofus Corporation, a Delaware corporation (the “Corporation”), as delegated by the Board, are set forth in this Compensation Committee Charter (this “Charter”). Whenever the Committee takes an action, it shall exercise its independent judgment on an informed basis that the action is in the best interests of the Corporation and its stakeholders.

Purpose.

The purpose of the Committee shall be to assist the Board in determining the compensation of the Chief Executive Officer, the Chairperson of the Board and other executive officers of the Corporation (collectively, the “Executives”) and make recommendations to the Board with respect to the compensation of the non-executive officers of the Corporation and the independent directors.

Committee Membership.

Each member must meet the independence and experience requirements and standards established from time to time by the Securities and Exchange Commission (the “SEC”) and any securities exchange on which the Corporation’s securities are listed or quoted for trading, in each case as amended from time to time.
Each member must qualify as a “Non-Employee Director” under Rule 16b-3 under the Securities Exchange Act of 1934 and satisfy the requirements of Section 162(m) of the Internal Revenue Code for “outside directors,” and any other regulatory requirements.
Each member shall also meet any other requirements and standards established from time to time by the SEC and any securities exchange on which the Corporation’s securities are listed or quoted for trading, in each case as amended from time to time, for compensation committee members.

The Board shall designate one member of the Committee as its Chairperson.

Meetings and Procedures.

The Committee shall set its own schedule of meetings and shall meet at least annually, with the option of holding additional meetings at such times as it deems necessary or appropriate. Meetings of the Committee shall be called by a majority of the members of the Committee upon such notice as is provided for in the Corporation’s Bylaws with respect to meetings of the Board. A majority of the Committee members shall constitute a quorum. Actions of the Committee may be taken in person at a meeting or in writing without a meeting. Actions taken at a meeting, to be valid, shall require the approval of a majority of the members of the Committee present and voting. Actions taken in writing, to be valid, shall be signed by all members of the Committee. The Committee shall maintain written minutes of its meetings, which minutes shall be filed with the minutes of the meetings of the Board.

Committee Authority and Responsibilities.

The Committee shall have the following authority and responsibilities:

At least annually review the Corporation’s corporate goals and objectives relevant to the Executives’ compensation; evaluate the Executives’ performance in light of such goals and objectives; and, either as a Committee or, together with the other independent directors (as directed by the Board), determine and approve the Executives’ compensation level based on this evaluation (the Chief Executive Officer may not be present during voting or deliberations on his or her compensation). In determining the long-term incentive component of the Executives’ compensation, the Committee shall consider the Corporation’s performance, the value of similar incentive awards to the executives at comparable companies, the awards given to the Executives in past years and any relevant legal requirements and associated guidance of the applicable law.
At least annually review and make recommendations to the Board with respect to director compensation to assist the Board in making the final determination as to director compensation.
Attempt to ensure that the Corporation’s compensation program is effective in attracting and retaining key employees, reinforce business strategies and objectives for enhanced stockholder value, and administer the compensation program in a fair and equitable manner consistent with established policies and guidelines.
Administer the Corporation’s incentive-compensation plans and equity-based plans, insofar as provided therein.
Make recommendations to the Board regarding approval, disapproval, modification, or termination of existing or proposed employee benefit plans.
Approve any share option award or any other type of award as may be required for complying with any tax, securities, or other regulatory requirement, or otherwise determined to be appropriate or desirable by the Committee or Board.
Approve the policy for authorizing claims for expenses from the Executives.
Approve all special perquisites, special cash payments or other special compensation and benefit arrangements for the Executives and other employees.
Retain or obtain the advice of a compensation consultant, legal counsel or other adviser, in the sole discretion of the Committee. The Committee shall be directly responsible for the appointment, compensation and oversight of the work of any compensation consultant, legal counsel and other adviser retained by the Committee. The Corporation shall provide for appropriate funding, as determined by the Committee, for payment of reasonable compensation to a compensation consultant, legal counsel or any other adviser retained by the Committee. The Committee shall have sole authority to approve related fees and retention terms.
Review and approve the compensation disclosure and analysis prepared by management, as required to be included in the Corporation’s proxy statement or annual report, or equivalent, filed with the SEC.
Perform any other activities consistent with this Charter, the Corporation’s Bylaws and governing law, as the Committee or the Board deems appropriate.

The Committee shall review and reassess the adequacy and scope of this Charter annually and recommend any proposed changes to the Board for approval.

The Committee shall evaluate its performance annually.

Adopted as of January 1, 2020

Nominating and Corporate Governance Committee

Nominating and Corporate Governance Committee Charter

The responsibilities and powers of the Nominating and Corporate Governance Committee (the “Committee” or this “Committee”) of the Board of Directors (the “Board”) of Doofus Corporation, a Delaware corporation (the “Corporation”), as delegated by the Board, are set forth in this Nominating and Corporate Governance Committee Charter (this “Charter”). Whenever the Committee takes an action, it shall exercise its independent judgment on an informed basis that the action is in the best interests of the Corporation and its stakeholders.

Purpose.

The purpose of the Committee shall be to assist the Board in identify individuals qualified to become Board members (consistent with criteria approved by the Board), select or recommend that the Board select director nominees, develop and recommend to the Board a set of corporate governance guidelines applicable to the Corporation, and oversee the evaluation of the Board and management.

Committee Membership.

Each member shall satisfy the applicable independence requirements of the Corporation’s corporate governance guidelines.
Each member must meet the independence and experience requirements and standards established from time to time by the Securities and Exchange Commission (the “SEC”) and any securities exchange on which the Corporation’s securities are listed or quoted for trading, in each case as amended from time to time.
Each member shall also meet any other requirements and standards established from time to time by the SEC and any securities exchange on which the Corporation’s securities are listed or quoted for trading, in each case as amended from time to time, for nominating and corporate governance committee members.

The Board shall designate one member of the Committee as its Chairperson.

Meetings and Procedures.

Committee Authority and Responsibilities.

The Committee shall have the following authority and responsibilities:

Review and make recommendations regarding the size, composition and organization of the Board in order to ensure that the Board has an appropriate breadth of expertise and its membership consists of persons with sufficiently diverse and independent skill sets and backgrounds.
Develop and recommend to the Board specific criteria for the selection of directors.
With respect to director nominees, (i) identify individuals qualified to become members of the Board, (ii) review the qualifications of any such person submitted to be considered as a member of the Board by any stockholder (consistent with the policy attached hereto) and (iii) select or recommend that the Board select the director nominees for the next annual meeting of stockholders or to fill vacancies on the Board. In identifying and reviewing qualifications of candidates for membership on the Board, the Committee shall evaluate all factors that it deems appropriate, including the requirements of the Corporation’s corporate governance guidelines and the other criteria approved by the Board or the Committee.
Develop and periodically reassess policies and procedures with respect to the consideration of any director candidate recommended by stockholders or otherwise.
Review and make recommendations to the Board with respect to the size, composition and organization of the committees of the Board (other than this Committee) to ensure that each committee has an appropriate breadth of expertise and its membership consists of persons with sufficiently diverse and independent skill sets and backgrounds, including making recommendations to the Board with respect to members and chairpersons of these committees.
Recommend procedures for the functioning of the Board, including the calendar, agenda and information requirements for meetings of the Board, meetings of committees of the Board, executive sessions of non-management directors and executive sessions of independent directors only.
Assist the Board in determining whether individual directors have material relationships with the Corporation that may interfere with their independence, as provided under applicable requirements and listing standards.
Review and approve or recommend to the Board for approval the compensation of directors for their services to the Board.
Develop, reassess annually and make recommendations to the Board with respect to succession plans for the Chief Executive Officer and other key executive officers of the Corporation and develop plans for interim succession for the Chief Executive Officer in the event of an unexpected occurrence.
Oversee the Board’s annual self-evaluation process. Receive comments from all directors as to the Board’s performance and report annually to the Board with an assessment of the Board’s performance.
Develop, review and assess the adequacy of the Corporation’s corporate governance guidelines annually and recommend to the Board any changes deemed appropriate by the Committee.
Develop and maintain the orientation program for new directors and continuing education programs for directors.
Periodically review with the Chief Executive Officer the performance and contributions of individual directors. Periodically review each director’s continuation on the Board, as the Committee deems appropriate.
Review and discuss as appropriate with management the Corporation’s public disclosures and its disclosures to securities exchanges relating to independence, governance and director nomination matters, including in the Corporation’s proxy statement.
Perform any other activities consistent with this Charter, the Corporation’s Bylaws and governing law, as the Committee or the Board deems appropriate.

The Committee shall review and reassess the adequacy and scope of this Charter annually and recommend any proposed changes to the Board for approval.

The Committee shall evaluate its performance annually.

The foregoing responsibilities and duties set forth in this Charter should serve as a guide only, with the express understanding that the Committee may carry out additional responsibilities and duties and adopt additional policies and procedures as may be necessary in light of any changing business, legislative, regulatory, legal or other conditions.

The Committee shall have the sole authority to retain and terminate a search firm to be used to identify director candidates and the authority to retain other professionals to assist it in carrying out its duties. The Chairperson of the Committee, at the request of any member of the Committee, may request any officer or employee of the Corporation or the Corporation’s outside counsel or other advisors to the Committee to attend a meeting of the Committee or otherwise respond to Committee requests. The Committee shall be given access to such relevant records of the Corporation as it may request.

The Committee shall have the sole authority to determine the terms of engagement and the extent of funding necessary for payment of compensation to counsel, advisors, accountants, consultants, search firms or other professionals retained to advise the Committee, and ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties.

Board Candidate Guidelines.

Nominations to the Board may be submitted to the Committee by the Corporation’s stockholders in accordance with this Charter. The Committee does not distinguish among nominees recommended by stockholders and other persons. Candidates shall be evaluated in the context of the Board as a whole, with the objective of recommending a group of persons that can best implement the Corporation’s business plan, perpetuate its business and represent stakeholder interests. In conducting this assessment, the Committee shall consider and evaluate each director-candidate based upon its assessment of the following criteria:

Whether the candidate is independent pursuant to the requirements of the Corporation’s corporate governance guidelines.
Whether the candidate meets the independence and experience requirements and standards established from time to time by the SEC and any securities exchange on which the Corporation’s securities are listed or quoted for trading, in each case as amended from time to time.
Whether the candidate is actively engaged in business endeavors.
Whether the candidate is accomplished in his or her field and has a reputation, both personal and professional, that is consistent with the image and reputation of the Corporation.
Whether the candidate has an understanding of financial statements, corporate budgeting and capital structure. The Committee also shall determine if a candidate satisfies the criteria for being an “audit committee financial expert,” as defined by the SEC.
Whether the candidate has relevant experience and expertise and would be able to provide insights and practical wisdom based upon that experience and expertise.
Whether the candidate has knowledge of the Corporation and issues affecting the Corporation.
Whether the candidate is familiar with the industries relevant to the Corporation’s business endeavors.
Whether the candidate is committed to enhancing stockholder value.
Whether the candidate fully understands, or has the capacity to fully understand, the legal responsibilities of a director and the requirements and governance processes of a public company.
Whether the candidate is of high moral and ethical character and would be willing to apply sound, objective and independent business judgment, and to assume broad fiduciary responsibility.
Whether the candidate will be able to promote a diversity of views based on his or her education, experience and professional employment.
Whether the candidate will be willing to devote significant time to the oversight duties of the board of directors of a public company.
Whether the candidate has any prohibitive interlocking relationships or conflicts of interest.
Whether the candidate is able to develop a good working relationship with other Board members and contribute to the Board’s working relationship with the management of the Corporation.
Whether the candidate is able to suggest business opportunities to the Corporation.

Stockholder Recommendations for Directors.

Stockholders who wish to recommend to the Committee a candidate for election to the Board should send their letters to 108 West 13th Street, Wilmington, Delaware 19801, United States, Attention: Nominating and Corporate Governance Committee. The Chairperson, or his or her designee, shall promptly forward all such letters to the members of the Committee. Stockholders must follow certain procedures to recommend to the Committee candidates for election as directors. In general, in order to provide sufficient time to enable the Committee to evaluate candidates recommended by stockholders in connection with selecting candidates for nomination in connection with the Corporation’s annual meeting of stockholders, the Chairperson, or his or her designee, must receive the stockholder’s recommendation no later than 30 days after the end of the Corporation’s fiscal year.

The recommendation must contain the following information about the candidate:

Full name(s) and surname;
Age;
Business and current residence addresses, as well as residence addresses for the past 20 years;
Principal occupation or employment and employment history (name and address of employer and job title) for the past 10 years (or such shorter period as the candidate has been in the workforce);
Educational background;
Permission for the Corporation to conduct a background investigation, including the right to obtain education, employment and credit information;
The number and type of securities of the Corporation beneficially owned by the candidate;
The information that would be required to be disclosed by the Corporation about the candidate under the rules of the SEC in a Proxy Statement soliciting proxies for the election of such candidate as a director (which currently includes information required by Items 401, 404 and 405 of Regulation S-K); and
A signed consent of the nominee to serve as a director of the Corporation, if elected.

Adopted as of January 1, 2020