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A.THE ROLE AND RESPONSIBILITIES OF THE BOARD OF DIRECTORS

The Board of Directors of SWAT Security, Inc. oversees the exercise of corporate powers and the Company’s business affairs to ensure that they are managed to meet its stated goals and objectives. The Board recognizes its responsibility to engage, and provide for the continuity of, executive management that possesses the character, skills and experience required to attain the Company’s goals and to ensure that nominees for the Board of Directors possess appropriate qualifications and reflect a reasonable diversity of backgrounds and perspectives. Directors represent the collective interests of all stockholders of the Company and will act in good faith, with due care and in a manner he or she reasonably believes to be in the best interests of the Company.

To fulfill its role and responsibilities, the Board shall:

• Review, approve and monitor fundamental operating, financial and other corporate plans, strategies and objectives;

• Evaluate on a regular and timely basis the qualitative and quantitative performance of the Company and its senior management, as well as compensation and succession planning for senior management;

• Assure maintenance of proper accounting, financial and other appropriate controls;

• Assure the effectiveness of the Company’s internal audit function;

• Review the process of providing appropriate financial and operational information within the Company, as well as in its public reporting;

• Assure adherence to proper policies of corporate conduct, including compliance with applicable laws, regulations, business and ethical standards;

• Evaluate and take steps to improve the overall effectiveness of the Board.

• Conduct a self-evaluation at least annually to determine whether the Board and its committees are functioning effectively.

• Provide new director orientation and continuing education for existing directors on a regular basis.

 

 
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