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The Audit Committee Charter, Compensation Committee Charter, Code of Ethics for the Principal Executive Officer and Senior Executive Offers, Environmental Impact Policy Statement, and Societal Impact Policy Statement can be found below.
Audit Committee Charter
Role and Purpose
The purpose of the audit committee of the board of directors of Dominovas Energy Corporation, (the “Company”) is to assist the board of directors in fulfilling the oversight responsibilities it has with respect to:
1. The integrity of the Company’s financial statements.
2. The Company’s compliance with legal and regulatory requirements.
3. The qualifications and independence of the Company’s independent auditor.
4. The performance of the Company’s independent auditor and the Company’s internal audit function.
The Company’s independent auditors, in their capacity as independent public accountants, shall be responsible to the board of directors and the audit committee as representatives of the shareholders. The audit committee is expected to maintain free and open communication (including private executive sessions at least annually) with the independent auditors and management of the Company. In discharging this oversight role, the committee is empowered to investigate any matter brought to its attention, with full power to retain outside counsel or other experts for this purpose.
Members of the Audit Committee shall be elected annually by the full board on the recommendation of the Nominating/Corporate Governance Committee and shall hold office until the earlier of, (1) the election of their respective successors, (2) the end of their service as a director of the Company (whether through resignation, removal, expiration of term, or death), or (3) their resignation from the committee. The chairperson of the Committee may be selected by the board of directors or, if it does not do so, the committee members may elect a chairperson by vote of a majority of the full committee.
The membership of the Committee shall consist of at least three directors, each of whom shall satisfy the independence, financial literacy, and experience requirements of the Securities Exchange Act of 1934, the rules and regulations of the Securities and Exchange Commission, and the listing standards of the New York Stock Exchange, as is in effect from time to time. At least one member of the Committee shall be an “Audit Committee financial expert” (as defined by the Securities and Exchange Commission).
No Audit Committee member shall serve on the Audit Committee of more than three public companies, unless the Company’s board of directors determines it does not believe such service would impair the member’s ability to effectively service on the Audit Committee.
Authority and Responsibilities
The Committee shall have the sole authority to hire and fire the Company’s independent auditor, to approve all audit engagements, including the fees and terms, and to approve all non-audit engagements, including the nature of the services and fee terms, with the independent auditor. The Committee shall be directly responsible for the selection and appointment, retention, compensation, evaluation, termination and oversight of the work of the independent auditor, including the resolution of disagreements between management and the independent auditor regarding financial reporting, for the purpose of preparing or issuing an audit report or related work. The independent auditor shall report directly to the Committee.
The Committee shall review in advance, and grant any appropriate preapprovals of, (1) all auditing services to be performed by the independent auditor and, (2) all non-audit services (including the material terms thereof) to be provided by the independent auditor as permitted under the Securities Exchange Act of 1934, subject to the minimum exception for non-audit services described in Section 10A(i)(1)(B) of the Securities Exchange Act of 1934 and Rule 2-01(c)(7)(i)(C) of Regulation S-X.
The Committee may form and delegate authority to subcommittees consisting of one or more members where appropriate, including the authority to grant preapprovals of audit and permitted non-audit services, provided that decisions of such subcommittee to grant preapprovals shall be presented to the Committee at its next meeting.
The Committee shall have the authority to obtain advice and assistance from outside legal, accounting or other advisors, as it determines necessary to carry out its duties, and shall be empowered to retain and compensate these advisors without seeking board approval. The Committee shall determine the extent of funding necessary for payment of compensation to the independent auditor for the purpose of rendering or issuing an audit report and to any outside legal, accounting or other advisors retained to advise the Committee. The Committee may request any officer or employee of the Company or the Company’s outside counsel or independent auditor to attend a meeting of the Committee or to meet with any members of, or consultants to, the Committee.
The Audit Committee, to the extent it deems necessary or appropriate, shall:
– Review and discuss the annual audited financial statements and quarterly financial statements with management and the independent auditor, including the Company’s disclosures under the section in any filing with the Securities and Exchange Commission entitled, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and review and discuss proposed earnings press releases (including the use of any “pro forma” or “adjusted” non-GAAP information) and financial information and earnings guidance provided to analysts and rating agencies. It is anticipated that these discussions will include, as applicable:
– Major issues regarding accounting principles and financial statement presentations, including any significant changes in the Company’s selection or application of accounting principles;
– Major issues as to the adequacy of the Company’s internal controls, any special audit steps adopted in light of material control deficiencies and the adequacy of the disclosures about changes in internal control over financial reporting;
– Analysis prepared by management and/or the independent auditor setting forth significant financial reporting issues and judgments made in connection with the preparation of the financial statements, including analysis of the effects of alternative GAAP methods on the financial statements and any significant changes in the Company’s selection or application of accounting principles;
– The effect of regulatory and accounting initiatives, as well as off-balance sheet structures, on the financial statements of the Company;
– The type and presentation of information to be included in earnings press releases;
– Quality of earnings, discussions of significant items subject to estimate, consideration of the suitability of accounting principles, audit adjustments (whether or not recorded);
– Other material written communications between the independent auditor and management, such as any management letter or schedule of unadjusted differences; and
– Such other inquiries as may be deemed appropriate by the Audit Committee.
Additionally, the Committee shall:
– Recommend to the board whether the audited financial statements should be included in the Company’s Form 10-K.
– Review and discuss with management (including the senior internal audit executive) and the independent auditor the Company’s internal controls report and the independent auditor’s attestation of the report prior to the filing of the Company’s Form 10-K.
– Review with the independent auditor any audit problems or difficulties (including any restrictions on the scope of the independent auditor’s activities or on access to requested information, and any significant disagreements with management) and management’s response.
It is anticipated that these discussions will include, as applicable:
– Any accounting adjustments that were noted or proposed by the independent auditor but were “passed” (as immaterial or otherwise);
– Any material communications between the audit team and the independent auditor’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.
Additionally, the following shall be addressed:
– Discuss guidelines and policies to govern the process by which risk assessment and risk management is undertaken, including discussion of the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures.
– Review and approve disclosures required to be included in Securities and Exchange Commission periodic reports filed under the Securities Exchange Act of 1934 with respect to audit and non-audit services provided by the independent auditor.
– Review disclosures made to the Committee by the Company’s CEO and CFO during the certification process for the Form 10-K and Form 10-Q about any significant deficiencies in the design or operation of internal controls or material weaknesses, therein, and any fraud involving management or other employees who have a significant role in the Company’s internal controls.
The following shall be performed:
– On an annual basis, review and discuss with the independent auditor all relationships between the independent auditor and the Company, in order to evaluate the independent auditor’s continued independence. The Committee shall ensure annual receipt of a formal written statement from the independent registered public accounting firm consistent with the applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence and shall discuss with the independent registered public accounting firm all relationships or services that may affect auditor independence or objectivity.
– At least annually, obtain and review a report by the independent auditor describing, (1) the independent auditor’s internal quality-control procedures, (2) any material issues raised by the most recent internal quality-control review, or peer review, of the independent auditor, 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 independent auditor, and any steps taken to deal with any such issues, and (3) all relationships between the independent auditor and the Company.
– Review all reports required to be submitted by the independent auditor to the committee under the Securities Exchange Act of 1934.
– Evaluate the independent auditor’s qualifications, performance and independence, including the review and evaluation of the lead partner of the independent auditor, and taking into account the opinions of management and the Company’s internal auditors, and present conclusions it deems appropriate with respect to the independent auditor to the full board of directors.
– Confirm that the lead audit partner, or the audit partner responsible for reviewing the audit, of the independent auditor has not performed audit services for the Company for each of the five previous fiscal years, and consider whether, in order to assure continuing auditor independence, there should be rotation of the independent auditing firm on a regular basis.
– Set hiring policies for employees or former employees of the independent auditor.
– Meet with the independent auditor prior to the audit to discuss the planning and staffing of the audit.
– Meet separately in person or telephonically, periodically, with management, with internal auditors and with the independent auditor, and have such other direct and independent interaction with such persons from time to time, as the members of the committee deem appropriate.
– Discuss the responsibilities, budget, and staffing of the Company’s internal audit function.
– Obtain from the independent auditor assurance that Section 10A(b) of the Securities Exchange Act of 1934 has not been implicated.
– Establish procedures for, (1) the receipt, retention, and treatment of complaints from employees of the Company on accounting, internal accounting controls, or auditing matters and, (2) the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.
– Prepare the report required by the proxy rules of the Securities and Exchange Commission to be included in the Company’s annual proxy statement (or Form 10-K) and any other committee reports required by applicable securities laws or stock exchange listing requirements or rules.
– Oversee administration of the Company’s policy with respect to related party transactions, review related party transactions submitted to the Committee pursuant to the terms of such policy, and periodically review and assess the adequacy of such policy and, as appropriate, amend such policy.
– Report regularly to the board of directors, by means of written or oral reports, submission of minutes of Committee meetings or otherwise, from time to time or whenever it shall be called upon to do so, including a review of any 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 Company’s internal audit function.
– Review this charter annually for possible revision.
Interpretations and Determinations
The Committee and the board of directors shall have the power and authority to interpret this Charter and make any determinations as to whether any act taken has been taken in compliance with the terms, hereof.
The Committee shall conduct an annual performance evaluation of the Committee.
Limitation of Audit Committee’s Role
It is not the duty of the Audit Committee to prepare financial statements, to plan or conduct audits or to determine that the Company’s financial statements and disclosure are complete and accurate and are in accordance with GAAP and applicable rules and regulations.
Management is responsible for the preparation, presentation, and integrity of the Company’s financial statements, for the appropriateness of the accounting principles and reporting policies that are used by the Company and for establishing and maintaining internal control over financial reporting.
The independent auditor is responsible for auditing the Company’s financial statements and the effectiveness of internal control over financial reporting, and for reviewing the Company’s unaudited interim financial statements.
Compensation Committee Charter
Role and Purpose
The purpose of the Compensation Committee of the board of directors of Dominovas Energy Corporation, (the “Company”) is to assist the board of directors in discharging its responsibilities relating to the compensation of the Company’s executive officers.
Members of the Compensation Committee shall be elected annually by the full board and shall hold office until the earlier of:
1. The election of their respective successors;
2. The end of their service as a director of the Company (whether through resignation, removal, expiration of term, or death); or
3. Their resignation from the Committee.
The chairperson of the Committee may be selected by the majority of the board of directors; or, if it does not do so, the Committee members may elect a chairperson by vote of a majority of the full Committee.
The Compensation Committee shall be composed entirely of independent directors. The membership of the Committee shall consist of at least three directors, each of whom shall satisfy the independence requirements of the Securities Exchange Commission. The selection of the members of the Committee shall be made in accordance with Section 162(m) of the Internal Revenue Code (or any successor to Section 162(m) as is in effect from time to time), and income tax regulations promulgated, thereunder, as is in effect from time to time; and Rule 16b-3 promulgated under the Securities Exchange Act of 1934 (or any successor to Rule 16b-3 as is in effect from time to time).
The foregoing notwithstanding, no action of the Committee shall be void or deemed to be without authority solely because of a failure of any member to meet the qualification requirements of this paragraph.
The Committee may form and delegate authority to subcommittees when appropriate.
Duties and Responsibilities
The Compensation Committee’s duties and responsibilities shall be to:
– Review and approve corporate goals and objectives relevant to the compensation of the Chief Executive Officer, evaluate the performance of the Chief Executive Officer in light of those goals and objectives; and set the compensation level of the Chief Executive Officer, based on this evaluation and other factors considered by the Committee. In determining the incentive components of Chief Executive Officer’s compensation, the Committee may consider a number of factors, including, but not limited to, the Company’s performance relative to shareholder return, the value of similar incentive awards to chief executive officers at comparable companies and the awards given to the Chief Executive Officer in past years.
– Review and approve the annual base salaries and incentive compensation of executive officers and of other officers selected at the discretion of the Committee from time to time, including: (1) all incentive awards and compensation, including both cash-based and equity-based awards and compensation; (2) any employment agreements and severance arrangements; (3) any change-in-control agreements and change-in-control provisions affecting any elements of compensation and benefits; and, (4) any special or supplemental compensation and benefits for the executive officers and persons who formerly served as executive officers, including supplemental retirement benefits and the perquisites provided to them during and after employment.
– Make recommendations to the board of directors for the adoption or modification of equity-based and incentive compensation plans needing approval by the board of directors or shareholders.
– Review and discuss with management the Company’s disclosure to be made in the Compensation Discussion and Analysis and determine whether or not to recommend to the board of directors that the Compensation Discussion and Analysis be included in the Company’s proxy statement, and produce an annual report setting forth such recommendation to be published in the Company’s proxy statement or such other report, as may be required in compliance with then currently applicable Securities and Exchange Commission rules and regulations and relevant listing authority.
– If a compensation consultant assists in the evaluation of director, Chief Executive Officer or executive officer compensation, the Committee shall have sole authority to retain or terminate the consulting firm, including sole authority to approve the firm’s fees and other retention terms.
– Report to the board of directors, by means of written or oral reports, submission of minutes of Committee meetings or otherwise, from time to time or whenever it shall be called upon to do so.
– Review this Charter annually for possible revision.
The Committee shall have the authority to retain, at the Company’s expense, outside legal, accounting, or other advisors, including compensation consultants, as it determines necessary to carry out its duties, taking into consideration independence and such other factors as the Committee considers appropriate or as may be required by applicable law, rule or listing authority; and shall have authority to approve such advisors’ fees and other retention terms.
Interpretations and Determinations
The Committee shall have the power and authority to interpret this Charter and make any determinations as to whether any act taken has been taken in compliance with the terms, hereof.
The Committee shall conduct an annual performance evaluation of the Committee.
Code of Ethics for the Principal Executive Officer and Senior Executive Offers
Dominovas Energy Corporation, (the “Company”) is committed to promoting honest and ethical conduct among its principal executive officer, principal executive officers, principal financial officer, principal accounting officer or controller, other persons performing similar functions, and other persons designated from time to time by the Company’s Board of Directors (each a “Senior Financial Officer” and, collectively, the “Senior Financial Officers”). To further that commitment and in an attempt to help ensure full, fair, accurate, timely, and understandable disclosure in all reports and documents the Company files with, or submits to, the Securities and Exchange Commission and in other public communications made by the Company, the Company has adopted this Code of Ethics for the Principal Executive Officer and Senior Financial Officers (the “Code”). The Senior Financial Officers are expected to adhere to the Code in their professional conduct.
In their professional conduct, the Senior Financial Officers must:
1. Conduct themselves honestly and ethically, and ethically handle all actual or apparent conflicts of interests between their personal and professional relationships. A potential conflict of interest is deemed to have occurred whenever the Senior Financial Officer or a member of their immediate family or household has received personal financial or other benefit as the result of a contractual or business relationship of the Company.
2. Comply with any conflict of interest policies and guidelines set forth in any other code of ethics or similar code adopted by the Company.
3. Report potential or apparent conflicts of interest involving Senior Financial Officers to the Audit Committee of the Company’s Board of Directors, who will review the transaction or relationship and determine how the situation should be resolved.
4. Comply with all applicable laws, statutes, rules and regulations.
Reasonable and customary business entertainment activities shall not be considered a conflict under this code.
Reporting and Enforcement
Violations of this Code may be reported to the Audit Committee pursuant to applicable policies of the Company.
A Senior Financial Officer who violates this Code will be subject to disciplinary action, which may include dismissal. This Officer may also face other legal consequences.
The Audit Committee is responsible for the enforcement of this Code and will take such actions in enforcing this Code, as it determines is reasonably designed to deter wrongdoing and to promote adherence with the standards of this Code.
The Audit Committee or the Board of Directors may waive application of the Code only in advance and only under exceptional circumstances. Any waiver or amendment of the Code will be disclosed in accordance with applicable law, Securities and Exchange Commission requirements and stock exchange listing standards.
All persons subject to this Code may be required to execute a certification affirming they have read and agree to comply with the provisions of this Code.
This Code is not intended to and does not constitute an employment contract or assurance of continued employment and does not create any rights in any employee, client, supplier, competitor, shareholder, or any other person or entity.
Environmental Impact Policy Statement
Dominovas Energy’s commitment to the environment is unyielding. Daily witnessing the impact and havoc of global warming as a result of carbon emissions, Dominovas Energy is determined to be an active participant in the solution and not a voyeur of the problem.
In today’s challenging marketplace, consumers are spending their money on “Green.” Global concerns about climate change, energy security, and air pollution are driving demand for a shift in how energy is created. As a company, our objective every day is to create a product that will have the propensity to continually set new standards by which all other energy generation technologies will be measured. Our first commitment to environmental stewardship is in creating a system that is virtually silent, thereby reducing noise pollution which is often times overlooked as a major contributor to environmental hazards. We have created a product that has near zero NOX emissions allowing for a minimal carbon footprint all while producing reliable energy for local communities, industry, and nations.
In a proverbially crowded “Clean Energy” banquet room of companies presenting a veritable buffet of Green Energy “appetizers,” Dominovas Energy is championing its RUBICON™ technology as a leader of the pack and has thus by-passed the Clean Energy banquet buffet and all its appetizer entrants; the RUBICON™ is the “entrée” being presented as the main course at the formerly empty table of viable global energy solutions.
Societal Impact Policy Statement
Picture a group of children huddled together on a nearly deserted street corner. It is another hot and humid night under the only operating street light in the community. Mosquitoes are everywhere and biting ferociously. Why are the children gathered there? The children have no electricity in their homes to power lights or computers. To keep up with their studies, they have improvised and are using the only light source to be found to complete their studies before the next school day.
In another part of the country, a woman has obtained a micro loan for a sewing machine. The loan is a small one by most modern standards, but it is the entire world to her. Her goal is to make a profit by sewing and selling clothes. She starts in diligently, sewing away. An hour passes and then, no electricity… a common occurrence as power in her country is only available on average only 5.5 intermittent hours per day. She is worried that she can’t meet her contracted sewing goal for the day.
At a school, a teacher worries she is failing in her teaching duties and frets her students are not getting the education they so desperately need to compete in the modern world. This teacher believes computer training will enable her students to learn and get good jobs. However, she can’t schedule computer time, as she never knows when she will have power to turn on the machines. Most probably her students will miss another day of learning. She agonizes over their future.
Finally, a country’s Minister of Energy views a familiar scene; one he observes from his office. What the Minister sees is a large office building containing a number of companies. Hundreds work there and it is a hive of activity. People are working in air conditioned offices with computers on, while talking on telephones; all employees are creating value. Then, off goes the power, a daily occurrence. The office quickly becomes dark and unbearably hot, and after 15 minutes an eerie silence befalls the building as employees start to slowly exit the building. After an hour and a half the power returns and a murmur goes through the crowd as they start to realize they can go back to work. It takes 30 minutes for everyone to get back to their posts and almost another 30 minutes to find and restore documents; a few realize their computers were rendered inoperable because of the power surge that occurred when the electricity resumed. The Minister shakes his head and calculates the millions of dollars of lost productivity from the power outage. He resolves to find a solution.
As a responsible, global corporate citizen of the world, Dominovas Energy Corp recognizes its responsibility to deliver environmentally friendly and reliable power to areas of the world in need. It seeks to improve the basic standards of living, while supporting productivity in the business world and the world at large, allowing for countries to provide its citizens basic services and competitive goods.
Dominovas Energy also seeks to put local citizens to work within the communities it engages. As a job creator, the company recognizes the positive impact job creation and self-sufficiency creates within a community. The best interests of communities and nations are best served by positive engagement that addresses and embraces mutual interests.
Chairman, President and Chief Executive Officer
Mr. Allen’s experience and expertise is utilized in a manner consistent with the duties that are customary and usual to those of Chairman, President and Chief Executive Officer. Mr. Allen formerly served in the same capacity with Dominovas Energy, LLC. Prior to Dominovas Energy, LLC he served as the Principal Shareholder of a private Family Office, which specialized in the development and implementation of proprietary revenue models as a force multiplier ensuring optimal deployment, utilization, and management of financial resources. Under Mr. Allen’s watch, the Family office’s endeavors included the ownership of; a “major brand” automobile dealership, several healthcare companies, waste management and disposal enterprises, land acquisition and development, and natural resource development enterprises. Mr. Allen majored in finance and studied law and is proud to be a University of Southern California Trojan.
Emilio De Jesus
Board Member & President of Dominovas Energy AFRICA
As President of Dominovas Energy Angola, Mr. Emilio Dejesus provides valuable intelligence pertaining to each country’s barriers of entry, political climate and most suitable partners. The role of Country Advisor entails visiting potential countries, researching their state of the energy production industry, interview potential partners and meet with political officials. Additional responsibilities include assistance in negotiating favorable Power Purchase Agreements, liaising with local partners as well as with potential “Off Takers”. As a successful Country Advisor, Mr. DeJesus is integral in assisting in the creating of strategies that best bring to fruition the deployment of the RUBICON™ to emerging markets in Africa.
Mr. Emilio Dejesus managed telecommunications projects for over 15 years for a fortune 500 company. His extensive experience includes the deployment of new technologies within Continental USA. Emilio is a member of IEEE, US- Angola Chamber of Commerce and sits on the board of directors of Worldtibe Group International & Grupo Jemilce which has interests in cosmetics, transportation, commodities trading, agriculture, industrial cleaning and real state.
Emilio has a Bachelor of Science in Electrical engineering from Temple University in Philadelphia, a Master’s Degree in Telecommunications Management from the Stevens Institute of Technology in Hoboken NJ and a MBA from George Washington University in Washington DC. He also has extended Post graduate certifications in Business management & technology and he is also a certified Lean six sigma green belt.
Member, Board of Directors
Mr. Spero Plavoukos serves as Vice President of Cohen Brothers Realty , with specific duties and responsibilities that include the management of the Pacific Design Center in West Hollywood, California. The Pacific Design Center comprises over 1,800,000 square feet of Class “A” office and showroom space. His commitment to fiscal responsibility coupled with the implementation of unique, common sense, above-standard operating procedure, and the creation of event-savvy teams have consistently allowed his operations to experience unprecedented growth and profitability