Corporate Governance Guidelines

Corporate Governance Guidelines for Rhino Biotech Limited

1. Purpose These Corporate Governance Guidelines ("Guidelines") outline the principles and practices that govern the Board of Directors ("Board") of Rhino Biotech Limited ("Company"). These Guidelines are designed to promote effective oversight, accountability, and ethical conduct in the management and operation of the Company.

2. Role and Responsibilities of the Board The Board is responsible for:

  • Overseeing the Company’s long-term strategy and performance.
  • Monitoring compliance with applicable laws, regulations, and ethical standards.
  • Approving significant corporate actions, including mergers, acquisitions, and major investments.
  • Ensuring effective risk management and internal controls.
  • Reviewing and approving the Company’s financial statements and disclosures.
  • Appointing, evaluating, and compensating the Chief Executive Officer (CEO) and senior management.

3. Board Composition and Structure

  • Size: The Board will consist of 7-11 members, with a majority being independent directors.
  • Independence: An independent director is one who meets the criteria set forth in applicable laws and regulations and has no material relationship with the Company.
  • Diversity: The Board is committed to maintaining a diverse composition, including expertise, gender, ethnicity, and professional background.
  • Committees: The Board will maintain the following committees, each with its own charter:
  • Audit Committee
  • Compensation Committee
  • Nominating and Corporate Governance Committee

4. Selection and Orientation of Directors

  • Nomination: The Nominating and Corporate Governance Committee is responsible for identifying and recommending candidates for Board membership.
  • Criteria: Candidates will be evaluated based on their expertise, integrity, leadership qualities, and ability to contribute to the Company’s strategic goals.
  • Orientation: New directors will participate in an orientation program to familiarize themselves with the Company’s operations, strategy, and governance practices.

5. Board Meetings and Operations

  • Frequency: The Board will meet at least quarterly, with additional meetings as needed.
  • Agenda: The Chair, in consultation with the CEO, will set the agenda for each meeting.
  • Materials: Directors will receive meeting materials in advance to allow for informed decision-making.
  • Executive Sessions: Independent directors will meet in executive session without management at least twice a year.

6. Leadership Structure

  • Chair of the Board: The Board will elect a Chair who may be an independent director. If the Chair is not independent, a Lead Independent Director will be appointed.
  • CEO: The CEO is responsible for the day-to-day management of the Company.
  • Separation of Roles: The roles of Chair and CEO may be combined or separated as the Board deems appropriate.

7. Director Responsibilities Directors are expected to:

  • Act in good faith and in the best interests of the Company and its shareholders.
  • Prepare for, attend, and participate actively in Board and committee meetings.
  • Maintain confidentiality of Board discussions and Company information.
  • Comply with applicable laws, regulations, and Company policies.

8. Director Compensation Director compensation will be designed to:

  • Attract and retain qualified individuals.
  • Align the interests of directors with those of shareholders.
  • Include a mix of cash and equity-based compensation, as determined by the Compensation Committee.

9. Evaluation and Succession Planning

  • Board Evaluation: The Board and its committees will conduct annual self-assessments to evaluate their effectiveness.
  • CEO Succession: The Board will oversee the development of a succession plan for the CEO and other key executives.

10. Risk Management and Oversight The Board will oversee the Company’s risk management framework, including:

  • Identifying and mitigating strategic, operational, financial, and compliance risks.
  • Ensuring the effectiveness of internal controls and audit processes.
  • Reviewing cybersecurity and data protection measures.

11. Shareholder Engagement The Board values open communication with shareholders and will:

  • Facilitate dialogue through the annual meeting and other forums.
  • Respond to shareholder inquiries in a timely manner.
  • Consider shareholder proposals in accordance with applicable laws.

12. Code of Ethics and Corporate Social Responsibility (CSR) The Board is committed to:

  • Upholding the highest ethical standards, as outlined in the Company’s Code of Ethics.
  • Promoting sustainable practices and community engagement through CSR initiatives.

13. Amendments to Guidelines These Guidelines may be amended by the Board as necessary to reflect changes in laws, regulations, or the Company’s needs.

14. Public Disclosure The Company will disclose these Guidelines on its website and provide printed copies upon request.

Approval and Adoption Approved by the Board of Directors on 01 January 2025