The Board of Directors (the “Board”) of What if Y not Everything, Inc. (the “Company”) has adopted the following Corporate Governance Guidelines (the “Guidelines”) to assist the Board in the exercise of its responsibilities. These Guidelines reflect the Board’s commitment to monitor the effectiveness of policy and decision making both at the Board and senior management level, with a view to enhancing long-term shareholder value. These Guidelines will be reviewed annually by the Corporate Responsibility, Sustainability & Governance Committee and the Board, and are subject to modification from time to time by the Board. Waivers of these Guidelines may be made only by the Corporate Responsibility, Sustainability & Governance Committee or the Board.

The Board
Board Meetings
Committee Matters
Management Review and Succession
THE BOARD

The Board’s Purpose

The Board, which is elected by shareholders, is the ultimate decision-making body of the Company, except with respect to those matters reserved to the shareholders. The Board represents the owners’ interest in the operation of the business, including optimizing long-term financial returns. It elects the corporate officers comprising the senior management team, who are responsible for the conduct of the Company’s business. The Board acts as an advisor to and oversees the senior management team, and ultimately monitors its performance. The Board has the responsibility to ensure that in good times, as well as difficult times, management is capably executing its duties.

The Board is also responsible for reviewing and establishing procedures designed to ensure that the Company’s management and employees operate in a legal and ethically responsible manner.

ROLE OF DIRECTORS

Normally it is management’s duty to formalize, propose and implement strategic choices, and the Board’s role to approve strategic direction and evaluate strategic results. To accomplish this, the Board engages in a regular dialogue with the Company’s Chief Executive Officer (“CEO”) and other members of the senior management team. The Board regularly reviews with the senior management team the Company’s long-term strategic business plans and other significant issues affecting the business of the Company.

Directors are expected to spend the time and effort necessary to properly discharge their responsibilities. Accordingly, directors are expected to regularly attend meetings of the Board and committees on which he or she sits, and to review material distributed in advance for the meetings. It is expected that a director who is unable to attend a Board or committee meeting (which, is understood will occur on occasion) will notify Chairman of the Board or the Chair of the relevant committee.

Selection of the Chairman of the Board and CEO

The Board elects the Chairman of the Board and the CEO.

Size of the Board

It is the policy of the Board that the number of directors not exceed the number that can function efficiently as a body, while properly staffing necessary Board committees. , the Board has 10 – 20  directors available to be on its board, and it is the belief of the Board that this size permits diversity of experience without hindering effective discussion or diminishing individual accountability.
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Board Membership Criteria and Independence

The ultimate responsibility for the selection of nominees for director resides with the Board. The Corporate Responsibility, Sustainability & Governance Committee oversees the process of identification, screening, and recommendation of new directors, and annually recommends a slate of directors for approval by the Board and election by the shareholders. Nominees for director are selected on the basis of their character, judgment, business experience and acumen, understanding of the Company’s business, diversity, specific skills needed by the Board, and ability to devote time to Board responsibilities.

It is the policy of the Board that the Board be comprised of a majority who qualify as independent directors under the listing standards of the New York Stock Exchange (“NYSE”). Independence is determined by the Corporate Responsibility, Sustainability & Governance Committee and the Board, in the exercise of business judgment, which review the relationships that each director has with the Company. The Board may adopt and disclose categorical standards to assist it in determining director independence. A member of the Audit & Finance Committee may not, other than in his or her capacity as a member of the Audit & Finance Committee, the Board, or any other Board committee, accept any consulting, advisory, or other compensatory fee from the Company, or be an affiliated person of the Company or a subsidiary thereof. For Compensation Committee members, the Board must consider all factors specifically relevant to determining whether a director has a relationship to the Company that is material to the ability to be independent from management in connection with the duties of a Compensation Committee member, including the source of compensation of the director, any consulting, advisory or other compensatory fee paid by the Company to the director; and whether the director is affiliated with the Company or any subsidiary.

Any nominee for director in an uncontested election who receives a greater number of votes “withheld” from his or her election than votes “for”  such election shall tender his or her resignation for consideration by the Corporate Responsibility, Sustainability & Governance Committee. The Committee shall recommend to the Board the action to be taken with respect to the resignation. The Board will publicly disclose its decision within 90 days of the certification of the election results.

Other Company Directorships

The Company does not have a policy limiting the number of other company boards upon which a director may sit. However, the Corporate Responsibility, Sustainability & Governance Committee considers the number of other company boards on which a prospective nominee is a member. Accordingly, directors are expected to advise the Chairman of the Board and the Chair of the Corporate Responsibility, Sustainability & Governance Committee in advance of accepting any other company directorship or any assignment to the audit committee of the board of  any other company.

Directors Who Change Their Present Job Responsibility

When a director’s principal occupation or business association changes substantially during his or her tenure as a director, it is the general policy of the Board that the director is expected to submit his or her resignation for consideration by the Corporate Responsibility, Sustainability & Governance Committee. If such submission is made, the Corporate Responsibility, Sustainability & Governance Committee will review the effect, if any, of the change on the interests of the Company, and recommend to the Board whether to accept the resignation.

Retirement Age

It is the general policy of the Board that directors first elected after the 2045 fiscal year will not stand for re-election after reaching age 72.

Board Compensation

A director who is also an officer of the Company does not receive additional compensation for service as a director.

The Company believes that compensation for non-employee directors should be competitive and should encourage increased ownership of the Company’s stock through the payment of a portion of director compensation in Company stock. The Compensation Committee reviews the level and form of director compensation and how it compares to director compensation at companies of comparable size, industry, and complexity. Changes to director compensation are proposed to the Board for consideration.

Board Access to Management and Advisors

Directors have free access to the Company’s senior management team and other employees. The Board has the authority to obtain advice and assistance from outside legal, accounting, or other advisors selected by the Board at the expense of the Company.

Board Interaction with Investors, Analysts, Press, and Customers

It is the policy of the Company that management speaks for the Company. This policy does not preclude non-employee directors from meeting with shareholders, but it is suggested that those meetings be held with management present. It is strongly suggested that directors refer inquiries from institutional investors, analysts, the press, or customers to appropriate senior management.

Any interested parties desiring to communicate with the non-management directors regarding the Company may contact the Secretary of the Company, Shakeem Durden, 8 The Green STE A, Dover, Delaware 19901 or email the CEO at ceo@wiyne.com

Board Orientation and Continuing Education

The Company endeavors to conduct an orientation for new directors to familiarize them with the Company’s business and the Board. The process includes materials, meetings with other directors, and meetings with key senior management. Directors are selected based on part on their familiarity with the functioning of public companies and boards of directors generally, so extensive training is not typically required. The Corporate Responsibility, Sustainability & Governance Committee may request directors to participate in continuing education programs related to their particular responsibilities or committee assignments on the Board. The Company will also provide directors with access to relevant, accredited external director education programs at the Company’s expense.

Self-Evaluation of the Board

The Corporate Responsibility, Sustainability & Governance Committee oversees an annual self-evaluation of the Board, to assess their effectiveness and performance.

Board Meetings

Frequency of Meetings

There are five regularly scheduled meetings of the Board each year. Meetings may be held in locations that present opportunities to expose the Board to various facets of the Company’s business, are related to other Company business, or connected with a shareholder meeting.

Agenda for Board and Committee Meetings

The Chairman of the Board, and the Chairs of the Board committees, set the agenda for Board and committee meetings, respectively. Directors are invited to suggest inclusion of items on the agenda, and are free to raise at any Board meeting subjects that are not specifically on the agenda. Materials related to agenda items are provided to directors sufficiently in advance of Board meetings, where necessary, to permit directors to review and prepare for discussion.

Attendance of Management at Board Meetings

At the invitation of the Board, members of senior management recommended by the CEO attend Board meetings or portions thereof for the purpose of presenting information regarding a particular matter or participating in discussions. The Board is free to excuse members of senior management from meetings at any time.

Executive Sessions of Non-Employee Directors

Executive sessions or meetings of non-employee directors without management present are held at least once each year, over which the lead independent director presides as chair. In the absence of a lead independent director, the responsibility to preside as chair of the executive sessions or meetings is rotated among the Chairs of the Board committees as designated by the Corporate Responsibility, Sustainability & Governance Committee.

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COMMITTEE MATTERS

Names and Independence of Board Committees

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The Company has 8(eight) standing committees:

Executive Committee, Audit Committee, Compensation Committee, Corporate Social Responsibility and Sustainability Committee, Diversity and Committee, Nominating & Corporate Governance Committee, and Finance Committee

 

Investors Relations Committee

Management Development Committee

Audit & Finance; Compensation; Corporate Responsibility, Sustainability & Governance; and Executive. The purpose and responsibilities of each committee are described in charters adopted by the Board. The Audit & Finance; Compensation; and Corporate Responsibility, Sustainability & Governance Committees are composed entirely of independent directors. The CEO chairs the Executive Committee. The Board may, from time to time, form a new committee or disband a current committee depending on the circumstances. In addition, the Board may form ad hoc committees from time to time, and determine the composition of the committees.

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COMMITTEE ASSIGNMENTS

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The Corporate Responsibility, Sustainability & Governance Committee, after consultation with the Chairman of the Board, makes recommendations for approval by the Board with respect to assignment of directors to committees, and the Chairs of committees. The Corporate Responsibility, Sustainability & Governance Committee annually reviews committee assignments.

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COMMITTEE MEETINGS

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The Chair of each committee, in consultation with the committee members and senior management, determines the frequency, agenda, and length of committee meetings consistent with any requirements of the committee’s charter. The schedule of all committee meetings is furnished to all directors.

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MANAGEMENT REVIEW AND SUCCESSION

EVALUATION OF CEO

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The Compensation Committee is responsible for overseeing the performance evaluation of the CEO. The Compensation Committee considers (1) achievement against approved financial performance measures and targets (such as revenue, net income, and earnings per share), and (2) other factors such as leadership, achievement of strategic goals, market position, and brand strength, which are signals of Company success. The Compensation Committee endeavors to reflect the CEO’s performance in the CEO’s compensation.

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SUCCESSION PLANNING

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The Board plans for succession of the Chairman, the CEO and certain other senior management positions in order to assure the orderly functioning and transition of the management of the Company in the event of emergency or retirement of senior management. As part of this process, the Chairs of the Corporate Responsibility, Sustainability & Governance Committee and the Compensation Committee, in consultation with the Chairman and CEO, assess management needs and abilities in the event a transition becomes necessary.

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STOCK OWNERSHIP

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The Board believes that significant stock ownership by directors and executive officers further aligns their interests with the interests of the Company’s shareholders. Accordingly, the Board requires that (a) within five years after joining the Board, each non-employee director hold Company stock valued at five times his or her annual cash retainer, and (b) within five years after being appointed to his or her position, each executive officer hold Company stock valued at the following multiple of his or her annual base salary:

8x for the Chief Executive Officer;

5x for the other Named Executive Officers; and

4x for all other executive officers

Non-employee directors and executive officers serving as of December 31, 2021are required to attain these ownership levels by December 31, 2021.

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POLICIES AND GUIDELINES

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Copies of the current version of these Corporate Governance Guidelines, the Company’s Code of Business Conduct and Ethics, and the charter of each key committee of the Board shall be posted on the Company’s website.

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Board Candidate Requirements

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The Corporate, Responsibility, Sustainability & Governance Committee of What if Y not Everything, Inc.(the “committee”) considers and evaluates candidates for appointment or election to the Board of Directors. In evaluating potential candidates for suitability, the Committee considers many factors to identify individuals with the requisite intelligence, education, experience, and character to make significant contributions to the Board of Directors.

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Experience:

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A broad range of high-level skills, education and experience is desirable among members of the Board, in an optimal combination to help the Board exercise it’s oversight responsibilities. Specifically, distinguished backgrounds in finance, management, marketing, operations, technology, engineering, manufacturing and education are desirable, depending on the needs of the Board. Accordingly, a Board candidate must have extensive experience in one of the following fields:

• Business – The candidate is or has served as a senior level officer or director of a public corporation or recognized privately held entity. Ideally, the candidate has manufacturing, consumer products or international business experience.

• Education – The candidate has held a significant position at a prominent educational institution comparable to the position of university or college dean or president, or a senior faculty position in an area of study important to the Company.

• Public Service – The candidate has held one or more elected or appointed policy-making positions in federal or state government, or in a prominent nonprofit organization.

• Professions – The candidate is a prominent and respected member of the legal, medical or other self-regulating profession.

• The Company or its Industry – The candidate possesses significant experience in and knowledge of the Company or the industries that the company competes, or possesses achievements and knowledge in the those industries that are distinguished and widely recognized.

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Education and Knowledge:

It is generally required that a candidate hold an undergraduate degree or an advanced degree from a respected college or university, nevertheless this criteria does not exclude an exceptional candidate with equivalent intellectual achievements.

 

It is essential for a candidate to possess knowledge of the following:

• Familiarity with the operation and governance processes of a Board of a public corporation and the legal responsibilities of a director.

• High-level knowledge in the manufacturing consumer products industry, international business, finance, marketing, technology, law, or other fields important to the Company, which are complementary to, and balance, the knowledge of other Board members.

• Understanding of the language or culture of non-English speaking countries.

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Individual Characteristics:

A candidate must possess the following individual attributes:

• Desire to represent and serve the interests of all shareholders.

• Keen intelligence.

• Mature judgment.

• The highest personal and professional ethics, integrity, and moral character.

• Ability to remain objective and independent.

• Willingness to ask difficult questions.

• Capacity to objectively appraise management’s performance.

• Excellent interpersonal skills and superior communication skills.

• Ability to develop a productive working relationship with Board members and senior management.

• Meet the independence standards the Company and any applicable governing body.

• Have no prohibited interlocking relationships.

• Involvement only in activities or interests that do not conflict with or compromise a director’s responsibilities to the Company and its shareholders.

• Willingness and ability to serve on the Board for several years to develop knowledge of the Company’s business and make a significant contribution over time.

• Ability to devote sufficient time to discharge the duties of a Board member.

 

The Committee will also strongly consider the diversity of the communities in which the Company does business, and how candidates might bring different perspectives and views to the Board.

 

Board Committees

 

Executive Committee

Audit Committee

Compensation Committee

Corporate Social Responsibility and Sustainability Committee

Diversity and Committee

Nominating & Corporate Governance Committee

Finance Committee

Investors Relations Committee

Management Development Committee

 

Committee Charters

 

Executive Committee

Purpose

 

The purpose of the Executive Committee of the Board of Directors of What if Y not Everything, Inc. (the "Committee") shall be to support the efficient functioning of the Board of Directors by taking actions on behalf of the Board of Directors (1) between regular meetings of the Board of Directors as the Committee deems appropriate or advisable, and (2) as the Board may delegate to the Committee from time to time.

Membership

 

The Committee will consist of at least two directors, including the Chairman of the Board, appointed by the Board from time to time. The Chairman of the Board shall be the Chair of the Committee.

Responsibilities and Authority

 

The Committee may meet from time to time as the Committee deems appropriate or advisable, and may act by written consent. Any actions taken by the Committee shall be reported to the Board of Directors at the next subsequent  regular meeting of the Board of Directors, or as soon thereafter as practicable. The Committee shall, to the extent permitted by law, have the authority to exercise all powers of the Board of Directors in the management of the business and affairs of WiYnE. However, the Executive Committee shall not have the power or authority to:

1. Declare a dividend or other distribution involving WiYnE stock;

2. Approve or propose to shareholders actions that Delaware General Corporation Law (“DGCL”) requires to be approved by shareholders;

3. Fill vacancies on the Board of Directors or any of its committees;

4. Amend WiYnE's Articles of Incorporation except as authorized by the Act as;

5. Adopt, amend or repeal WiYnE's Bylaws;

6. Approve a plan of merger not requiring shareholder approval;

7. Authorize or approve re-acquisition of shares, except within limits prescribed by the Board; or

8. Authorize or approve the issuance or sale of WiYnE shares, other than as permitted by applicable stock incentive plans or the Board, or determine the designation, relative rights, preferences and limitations of a class or series of shares, except when authorized by the Board to do so pursuant to the Act.

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Compensation

The members of the Committee shall receive no additional compensation for Committee meetings or actions taken by the Committee, except as may be authorized by the Board of Directors and applicable statutes.

 

Audit Committee

Purpose

 

The purpose of the Audit Committee (the “Committee”) of the Board of Directors (the “Board”) of What if Y not Everything, Inc. (the “WiYnE” or the “Company”) is to provide assistance to the Board in fulfilling its legal and fiduciary obligations with respect to matters involving the accounting, auditing, financial reporting, and internal controls of the Company. The Committee’s purpose includes assisting the Board’s oversight of:

• the integrity of the Company’s financial statements;

• the Company’s compliance with legal and regulatory requirements;

• the independent auditor’s qualifications and independence; and

• the performance of the Company’s internal audit function and independent auditor.

The Committee’s purpose also includes preparing the report of the Committee that the Securities and Exchange Commission (“SEC”) rules require to be included in the Company’s annual proxy statement, once WiYnE “Goes Public” or takes a company private.

Membership

 

The Audit Committee shall consist of at least three directors as determined by the Board. The Committee members shall meet the independence, financial literacy, and other requirements of all applicable rules, regulations, and statutes. At least one of the members must be a financial expert as defined by applicable rules, regulations, and statutes. The chair of the Committee shall be designated by the Board and shall have accounting or related financial management expertise. A member of the Committee may not simultaneously serve on the audit committee of more than three public and or private companies or private unless such service is approved by the Board upon its determination, based on the recommendation of the Nominating and Corporate Governance Committee, that the simultaneous service would not impair the ability of the member to effectively serve on the Company’s Audit Committee. A member of the Committee may not, other than in his or her capacity as a member of the Audit Committee, the Board, or any other Board committee, accept any consulting, advisory, or other compensatory fee from the Company, or be an affiliated person of the Company or a subsidiary thereof. Any independent member of the audit committee may not be a member of any other committee.  The chair and the members of the Committee shall be appointed by the Board of Directors.

Meetings

 

The Committee shall meet with such frequency and at such intervals as it determines is necessary to carry out its duties and responsibilities. The Committee may permit attendance at meetings by management and such ex officio members as the Committee may determine appropriate or advisable from time to time. The Committee shall report regularly to the Board on matters within the Committee’s responsibilities, and shall maintain minutes of Committee meetings.

Duties and Responsibilities

The Committee will have the following duties and responsibilities:

1. The sole authority to retain, with shareholder ratification, and terminate the Company’s independent auditor, to approve all audit engagement fees, compensation and terms, and to directly oversee the work of the independent auditor with respect to the annual audit of the Company.

2. To instruct the Company’s independent auditor that it is to report directly to the Committee.

3. The sole authority to approve in advance all audit and legally permitted non-audit services to be provided by the Company’s independent auditor, and audit services provided by others; provided, however, that advance approval of non-audit services by the independent auditor shall not be required if:

   1. The aggregate amount of fees for all such non-audit services provided to the Company constitutes not more than five percent of the total amount of revenues paid by the Company to its auditor during the fiscal year in which the non-audit services are provided;

   2. the services were not recognized by the Company at the time of the engagement to be non-audit services; and

   3. the services are promptly brought to the attention of the Committee and approved prior to the completion of the audit by the Committee or by one or more members of the Committee who are members of the Board to whom authority to grant such approvals has been delegated by the Committee.

4. The sole authority to delegate to one or more designated members of the Committee who are independent directors of the Board, the authority to grant advance approvals of audit and non-audit services as described in Section 3 above.

5. At least annually, to obtain and review a report by the independent auditor describing: the firm’s internal quality control procedures; any material issues raised by the most recent internal quality control review, or peer review, of the firm, or 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 firm and any steps taken to deal with any such issues; and all relationships between the independent auditor and the Company.

6. At least annually, to evaluate the independent auditor’s qualifications, performance, and independence, which evaluation shall include the review and evaluation of the lead partner of the independent auditor and a review of the report referred to in Section 5 above. In making its evaluation, the Committee shall take into account the opinions of management and the Company’s internal auditors. The Committee shall further ensure the rotation of the lead audit and review partners every five years, or more frequently as the Committee shall determine in its sole discretion. The Committee shall decide as to whether the Company is obtaining high quality audits and whether rotation of the auditor would be helpful. The Committee shall present its conclusions with respect to the independent auditor to the Board.

7. (When WiYnE “Goes Public”)To discuss the annual audited financial statements and quarterly financial statements with management and the independent auditor, including the Company’s disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

8. (When WiYnE “Goes Public”)To review WiYnE’s Annual Report to be filed with the SEC on Form 10-K, and recommend to the Board that the audited financial statements be included in the Form 10-K.

9. (When WiYnE “Goes Public”)To discuss with the independent auditor any items required to be communicated by the independent auditor in accordance with SAS 61, 114 and 100.

10. (When WiYnE “Goes Public”)To discuss with the Chief Executive Officer and the Chief Financial Officer the individual certifications required to be filed with the Company’s periodic reports to the SEC.

11. To discuss earnings press releases, as well as financial information and earnings guidance provided to analysts and rating agencies.

12. To engage, retain and compensate independent counsel and other advisors, as the Committee determines necessary to carry out its duties.

13. To discuss policies with respect to risk management and to discuss the Company’s major financial and other risk exposures, including risks related to information security and data protection, and the steps management has taken to monitor and control such exposures.

14. To meet periodically with the chief information officer or chief information security officer to review risks related to information security and data protection.

15. To meet separately, at least quarterly, with management, with internal auditors, and with the independent auditor.

16. To review with the independent auditor any audit problems or difficulties and management’s response, including, but not limited to, any restriction on the scope of the independent auditor’s activities or on access to requested information, any significant disagreements with management, any accounting adjustments that were noted or proposed by the auditor but were passed as immaterial or otherwise, any communications between the audit team and audit firm’s national office respecting auditing or accounting issues presented by the engagement, and any “management” or “internal control” letter issued, or proposed to be issued, by the independent auditor to the Company. The review shall also include discussion of the responsibilities, budget and staffing of the Company’s internal audit function.

17. To resolve disagreements between management and the independent auditor regarding financial reporting.

18. To obtain from the Company’s independent auditor any information required to be provided pursuant to Rule 2-07 of Regulation S-X.

19. To review and approve, if appropriate, the internal audit charter and any changes thereto.

20. To ensure that the chief internal auditor is independent of the Company’s management and to concur in the selection, retention, and dismissal of the chief internal auditor.

21. To review management’s assessment of the effectiveness of the Company’s accounting and internal control structure and procedures.

22. To establish procedures for (i) the receipt, retention, treatment, processing and resolution of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters, and (ii) the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.

23. To set hiring policies for employees or former employees of the independent auditor all in accordance with applicable legal requirements.

24. To meet periodically with the general counsel or other legal counsel to review legal and regulatory matters, including any matters that may have a material effect on the financial statements of the Company.

25. To meet periodically with the Company’s internal Clearance Director, who reviews and approves in advance all trades of WiYnE’s common stock owned by the Company’s directors and officers who are subject to Section 16 of the ‘34 Act.

26. To receive reports from the Company’s internal Disclosure Committee, which is responsible for quarterly review of material issues regarding accounting, financial reporting, public disclosure, internal control, and fraud issues in respect of the financial statements of the Company.

27. To report regularly to the Board any material issues that arise with respect to the quality or integrity of the Company’s financial statements, the Company’s compliance with legal or regulatory requirements, the performance and independence of the Company’s independent auditor, or the performance of the internal audit function.

28. (Once WiYnE “Goes Public”)To direct the preparation of and approve the Audit Committee Report for inclusion in the annual Proxy Statement that summarizes the Committee’s activities in compliance with Item 7 of Schedule 14A under the Securities Exchange Act of 1934.

29. (Once WiYnE “Goes Public” or Goes Private) To direct the preparation and execution of the any exchanges annual written affirmation of director independence and qualifications to serve on the Committee as required by the any Listed Company Manual.

30. To annually evaluate the performance of the Committee and report the results of the Committee performance evaluation to the Board.

31. To review and assess annually the adequacy of the Committee’s charter.

32. To perform such additional activities and consider such other matters within the scope of its responsibilities as the Committee or the Board deems necessary or appropriate

Compensation Committee

Purpose

The purpose of the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of What if Y not Everything, Inc. (the “Company”) is to:

• discharge the Board’s responsibilities relating to compensation of the Company’s executive officers and directors;

• oversee the administration of the Company’s executive compensation plans;

• evaluate the performance of the Chief Executive Officer (“CEO”); and

• perform all other duties as set forth in this charter

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Membership

The Compensation Committee shall consist of at least three directors. The Committee members shall be independent as defined by any applicable exchange listing standards, as determined by the Board in the exercise of its business judgment. The Committee members shall also qualify as “non-employee directors” within the meaning of Rule 16b-3 of the Securities Exchange Act of 1934, as amended, and “outside directors” within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended.

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Meetings

The Committee shall meet with such frequency and at such intervals as it determines is necessary to carry out its duties and responsibilities. The Committee may permit attendance at meetings by management and such ex officio members as the Committee may determine appropriate or advisable from time to time. The Committee shall report regularly to the Board on matters within the Committee’s responsibilities, and shall maintain minutes of Committee meetings.

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Duties and Responsibilities

Committee will have the following duties and responsibilities:

1. Recommend to the Board the selection of corporate officers.

2. Review the succession plans and leadership development for the executive officer positions, including a review of the Company's development, succession management and diversity efforts.

3. Review and approve employment, severance, change-in-control, termination, and retirement agreements for executive officers.

4. Review the Company’s overall philosophy and practices regarding executive compensation.

5. Review and make recommendations to the Board with respect to significant retirement and benefit plans subject to the terms of the plans.

6. Review and make recommendations to the Board with respect to adoption and amendment of executive compensation plans, including incentive compensation and equity-based compensation.

7. Administer and interpret equity-based and executive incentive compensation plans as required by the terms of the plans.

8. Annually review and approve corporate goals and objectives relevant to the compensation of the CEO.

9. Annually evaluate the performance of the CEO against approved goals and objectives, and, based on the evaluation, determine and recommend to the independent members of the Board the CEO’s compensation (other than compensation required to be approved solely by the Committee).

10. Review and make recommendations to the independent members of the Board with respect to the compensation of the other most highly compensated executive officers listed in the Company’s proxy statement (other than compensation required to be approved solely by the Committee); and review and approve the compensation of all other executive officers.

11. Review and make recommendations to the Board with respect to compensation of directors.

12. Have the authority, in its sole discretion, to retain or obtain the advice of a compensation consultant, independent legal counsel or other adviser ("Adviser"), only after taking into consideration all factors relevant to the Advisor's independence from management, and to terminate the Adviser; and be directly responsible for the appointment, compensation and oversight of the work of any Adviser (and receive appropriate funding from the Company, as determined by the Committee, for the payment of reasonable compensation to the Adviser)

13. (When WiYnE “Goes Public”) Review and discuss with the Company's management the Company's Compensation Discussion and Analysis ("CD&A") prepared in accordance with Securities and Exchange Commission regulations and, based on the review and discussion, determine whether to recommend to the Board that the CD&A be included in the Company's proxy statement and annual report on Form 10-K.

14. (When WiYnE “Goes Public”) Produce the annual Compensation Committee Report for inclusion in the Company's proxy statement and annual report on Form 10-K.

15. Annually evaluate the performance of the Committee and report the results of the evaluation to the Board.

16. Review and assess annually the adequacy of the Committee's charter.

17. Perform such other duties and responsibilities as the Board may, from time to time assign to the Committee.

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Corporate Social Responsibility & Sustainability Committee

Purpose

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The purpose of the Corporate Responsibility and Sustainability Committee (the “Committee”) of the Board of Directors (the “Board”) of What if Y not Everything, Inc. (the “Company” or “WiYnE”) is to review WiYnE’s significant strategies, activities and policies regarding sustainability (including labor practices), and community impact and charitable activities, and make recommendations to the Board.

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Membership

The Committee will consist of at least three directors appointed by the Board from time to time, the majority of whom are not officers or employees of WiYnE or its affiliates. The Board may appoint or remove members of the Committee at any time.

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Meetings

The Committee will meet from time to time as determined by the Committee in conjunction with regular meetings of the Board and at such other times determined by the Committee or the chair of the Committee. The Committee may permit attendance at meetings by such ex officio members as the Committee may determine appropriate or advisable from time to time. The Committee may form and delegate authority to any subcommittee of the Committee it deems appropriate or advisable. The Committee will report regularly to the Board on matters within the Committee’s responsibilities, and will maintain minutes of Committee meetings.

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Responsibilities

1. Review and provide guidance to management on sustainability issues and impacts, and the integration of sustainability into WiYnE’s business, including technology innovation, product design, manufacturing and sourcing, and operations.

2. Review, provide guidance to management, and report to the Board on sustainability (including labor practices) within WiYnE’s supply chain, and review reports of WiYnE’s sustainability audits.

3. Review and provide guidance to management regarding WiYnE’s work with industry organizations and nongovernmental organizations concerning corporate responsibility.

4. Annually review the activities of the WiYnE’s non-profit and WiYnE community impact initiatives.

5. Review and make recommendations to management on reporting to shareholders and other communities regarding corporate responsibility activities.

6. Review, provide guidance to management, and report to the Board regarding the involvement of significant corporate responsibility issues in major business decisions, to protect WiYnE’s valuable goodwill, and human and intellectual capital.

7. Review and make recommendations to the Board with respect to any shareholder proposal that relates to the matters overseen by the Committee.

8. Annually evaluate the performance of the Committee and report the results of the evaluation to the Board.

9. Review and assess annually the adequacy of the Committee’s charter.

10. Perform such other duties and functions as may, from time to time, be assigned to the Committee by the Board.

 

Nominating & Corporate Governance Committee

Purpose

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The purpose of the Nominating and Corporate Governance Committee (the “Committee”) of the Board of Directors (the “Board”) of WiYnE, Inc. is to:

• Identify individuals qualified to become Board members.

• Recommend to the Board for approval director nominees to be proposed for election at the annual shareholder meeting.

• Recommend to the Board for approval nominees to serve in Board and Committee leadership positions.

• Develop and recommend to the Board for approval a set of corporate governance guidelines and a code of business conduct and ethics, to enhance the integrity of WiYnE’s corporate governance.

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Membership

The Committee will consist of at least three directors appointed by the Board from time to time, none of whom may be employees of WiYnE or its affiliates. The Committee members will meet the applicable independence requirements of any exchange the company intends to be listed upon, and any other legal requirements applicable to Committee members. The Board may appoint or remove members of the Committee at any time.

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Meetings

The Committee will meet from time to time as determined by the Committee in conjunction with regular meetings of the Board and at such other times determined by the Committee or the chair of the Committee. The Committee may permit attendance at meetings by such ex officio members as the Committee may determine appropriate or advisable from time to time. The Committee may form and delegate authority to any subcommittee of the Committee it deems appropriate or advisable. The Committee will report regularly to the Board on matters within the Committee’s responsibilities, and will maintain minutes of Committee meetings.

Responsibilities

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The Committee is responsible to:

Board of Directors and Committees

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1. Establish and review with the Board from time to time, the criteria for selecting new directors, which will be described in WiYnE’s corporate governance guidelines.

2. Identify, evaluate and recruit individuals qualified to be a director.

3. Recommend to the Board director nominees to be proposed for election at the annual meeting of shareholders, or for election by the Board to fill vacancies or newly-created directorships.

4. Establish, and review with the Board from time to time, the criteria for selecting a Chairman, and as circumstances require, recommend to the Board for approval nominees to serve in that role.

5. Review and make recommendations to the Board with respect to the size, structure, composition, compensation, processes, and practices of the Board and its committees.

6. Recommend to the Board nominees for appointment to each committee of the Board, and the chair of each committee.

7. Review all transactions with related persons, as defined in Item 404 of Regulation S-K, or in which a related person has a direct or indirect interest, and, after reviewing the related person’s interest in the transaction and the material facts, determine whether to ratify or approve the transaction, which transaction may only be ratified or approved if the Committee determines that the transaction is fair to the Company or that approval or ratification of the transaction is in the interest of the Company.

8. Develop and oversee orientation materials or programs for new Board members.

Director Search Firms  

9. Have the sole authority to retain and terminate any search firm used to identify director candidates, and to approve the search firm’s fees and other retention terms.

Performance Evaluations

10. Oversee an annual self-evaluation of the Board and each committee of the Board.

11. Oversee the annual evaluation of WiYnE’s executive officers not performed by the Compensation Committee.

12. Perform an annual self-evaluation of the Committee’s performance.

Corporate Governance Guidelines

13. Develop and recommend to the Board for approval corporate governance guidelines.

14. Review the corporate governance guidelines from time to time, and recommend to the Board for approval any proposed changes.

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Code of Business Conduct and Ethics

15. Develop and recommend to the Board for approval a code of business conduct and ethics for WiYnE.

16. Review WiYnE’s code of business conduct and ethics from time to time, and recommend to the Board for approval any proposed changes.

17. Consider and recommend to the Board for approval or disapproval, any requests for waivers of WiYnE’s code of business conduct and ethics for directors and executive officers, and ensure that any such waivers are promptly disclosed as required by law.

Other Responsibilities

18. Review and make recommendations to the Board with respect to any shareholder proposal that relates to corporate governance, including a director nomination by a shareholder.

19. Review and reassess the adequacy of this charter on an annual basis and recommend any proposed changes to the Board for approval.

20. Present to the Board such comments and recommendations as the Committee deems appropriate within the context of this charter, and perform such other duties and functions from time to time as may be required by law or assigned by the Board.

 

Finance Committee

Purpose

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The purpose of the Finance Committee (the "Committee") of the Board of Directors (the "Board") of WiYnE, Inc. (the "Company") is to oversee the financial policies and activities of the Company that may have a material impact on the results of operations or the financial position of the Company.

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Membership

The Committee will consist of at least three directors appointed by the Board from time to time, the majority of whom are not officers or employees of WiYnE or its affiliates. The Board may appoint or remove members of the Committee at any time.

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Meetings

The Committee will meet from time to time as determined by the Committee in conjunction with regular meetings of the Board and at such other times determined by the Committee or the chair of the Committee. The Committee may permit attendance at meetings by such ex officio members as the Committee may determine appropriate or advisable from time to time. The Committee may form and delegate authority to any subcommittee of the Committee it deems appropriate or advisable. The Committee will report regularly to the Board on matters within the Committee's responsibilities, and will maintain minutes of Committee meetings.

Responsibilities

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The Committee shall:

1. Review the annual budget for the Company and recommend approval by the Board.

2. Review proposed capital expenditures, lease commitments and asset disposals within limits as established by Committee resolution, and recommend approval by the Board.

3. Review proposed mergers, acquisitions and business divestitures, and recommend approval by the Board.

4. Review proposed capital market transactions and other financing arrangements within limits as established by Committee resolution, and recommend approval by the Board.

5. Review proposed dividend policy and recommend approval by the Board.

6. Review and approve management proposed programs for repurchasing shares of the Company's common stock.

7. Review and approve policies and procedures for managing the Company's financial (i.e. interest rate and foreign exchange), casualty and liability risks.

8. Review and approve the Company's entry into all swap transactions, as defined in 7 U.S.C.§ 1a (47) and the rules and regulations of the Commodity Futures Trading Commission thereunder; and

   • approve, on swap-by-swap and/or on an annual basis, any decision by the Company or its subsidiaries to enter into swaps that are exempt from the clearing and execution requirements of sections 2(h)(1) and 2 (h)(8) of the Commodity Exchange Act for the purpose of satisfying the requirements necessary to elect the End-User Exception to such clearing and execution requirements as provided for by 17 C.F.R § 39.6; and

   • review, no less frequently than annually any such annual approval issued by the Committee.

9. Perform such other duties and functions as may, from time to time, be assigned to the Committee by the Bo
    

Lead Independent Director

Purpose

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If the offices of the Chairman of the Board and Chief Executive Officer are held by the same person, the independent members of the Board of Directors will elect an independent director to serve as Lead Independent Director for a term of three years.

Responsibilities

The Lead Independent Director shall:

1. Serve as a liaison between the Chairman and the independent directors.

2. Approve meeting agendas for the Board.

3. Advise the Chairman/CEO regarding the sufficiency, quality, quantity, and timeliness of information provided to the Board.

4. Ensure that meeting schedules permit sufficient time for discussion of all agenda items.

5. Have the authority to call meetings of the independent directors.

6. Be available for consultation and direct communication with major shareholders, if requested.

7. Preside at meetings of the Board at which the Chairman/CEO is not present, including executive sessions of the independent directors.

8. Report to the Chairman/CEO on all relevant matters arising from executive sessions of the independent directors.

9. Assist in the Board’s annual self-evaluation.

10. Have a standing invitation to attend committee meetings as ex-officio member.

11. Together with the Chairman/CEO, recommend to the Board the retention of advisors and consultants who report directly to the Board