TGEG "True Green Energy Group" Canada - doing the right thing!

Corporate Governance

Good corporate governance is essential to the integrity of corporations, financial institutions and markets, and central to the health of our economies and their stability.

Corporate governance is the set of processes, customs, policies, laws, and institutions affecting the way a corporation (or company) is directed, administered or controlled. Corporate governance also includes the relationships among the many stakeholders involved and the goals for which the corporation is governed. The principal stakeholders are the shareholders, the board of directors, employees, customers, creditors, suppliers, and the community at large.

Corporate governance is a multi-faceted subject. An important theme of corporate governance is to ensure the accountability of certain individuals in an organization through mechanisms that try to reduce or eliminate the principal-agent problem. A related focuses is also on the impact of a corporate governance systems in economic efficiency, with a strong emphasis on shareholders' welfare.

Key elements of good corporate governance principles include honesty, trust and integrity, openness, performance orientation, responsibility and accountability, mutual respect, and commitment to the organization.

Of importance is how directors and management develop a model of governance that aligns the values of the corporate participants and then evaluate this model periodically for its effectiveness. In particular, senior executives should conduct themselves honestly and ethically, especially concerning actual or apparent conflicts of interest, and disclosure in financial reports.

Commonly accepted principles of corporate governance include:

Issues involving corporate governance principles include:

Nevertheless "corporate governance," despite some feeble attempts from various quarters, remains an ambiguous and often misunderstood phrase. For quite some time it was confined only to corporate management. That is not so. It is something much broader, for it must include a fair, efficient and transparent administration and strive to meet certain well defined, written objectives. Corporate governance must go well beyond law. The quantity, quality and frequency of financial and managerial disclosure, the degree and extent to which the board of Director (BOD) exercise their trustee responsibilities (largely an ethical commitment), and the commitment to run a transparent organization- these should be constantly evolving due to interplay of many factors and the roles played by the more progressive/responsible elements within the corporate sector.

TGEG's goal is to make sure that the accomplishments, future potential, and credibility of our clients operations are fully reflected in their market share. By communicating relevant client information to our e-mail base, TGEG is able to provide our audience of potential investors with the information they need to make an informed choice. This hand in hand relationship coupled with our integrated solutions keeps TGEG Corporate Governance at its premier performance.

TGEG takes its fiduciary responsibility to its shareholders and investors seriously. We promote a strong ethical climate throughout the organization supported by the Board which incorporates two Directors with executive functions and two Non-executive Directors. Recent initiatives to emphasize our commitment to sound corporate governance are consistent with how TGEG has operated throughout its foundation. The Group will hold at least four Board meetings throughout the year at which reports relating to the Group's operations, together with funding reports, will be considered. The Board is responsible for developing, reviewing and approving the Group's strategy, budgets, major items of capital expenditure and acquisitions. The Company operates with a remuneration committee, an audit committee, a nomination committee and a health and safety committee.

TGEG's Corporate Governance promotes accountability of board members and management to shareholders and improves transparency and disclosure. We know that involving the right people is critical to the quality of TGEG's corporate governance, which is why we have the right people involved.

Remuneration Committee

The member of the Committee is Willard Navia Grageda (Non-Excutive Director) and another appointed Non-Excutive Director. The Remuneration Committee will meet at least twice a year and will review the performance of Executive Directors and within approved terms of reference, set the scope and structure of their remuneration including pension rights, the Group's policy on compensation of the Executive Directors and the basis of their service agreements with due regard to the interests of shareholders. The remuneration committee also administers the Company's share incentive schemes. No Director will participate in discussions or decisions concerning his own remuneration. The Committee, at least once a year, reviews its own performance, constitution and terms of reference to ensure it is operating at maximum effectiveness and recommends any changes it considers necessary to the Board for approval.

Audit Committee

The members of the Committee are Cynthia Fugaban (Corporate Accountant Head) and Patrocenio Belga (Accountant). The Committee considers that its members have a wide skill set covering financial, commercial and operational matters. It will meet at least twice a year and will be responsible for, amongst other things, ensuring that the financial performance of the Group is properly reported and monitored, focusing particularly on compliance with legal requirements, accounting standards and relevant regulatory requirements. It is also responsible for reviewing the auditors' reports relating to the accounts and internal control systems. The audit committee will also meet the auditors at least once a year and will review the reports from the auditors relating to accounts and internal control systems. The Committee is authorized to seek any information it requires from any employee of the Company in order to perform its duties and to obtain, at the Company's expense, outside legal or other professional advice on any matter within its terms of reference. It is also authorized to call any employee to be questioned at a meeting of the Committee as and when required.

Nomination Committee

The nomination committee comprises of Yolanda Hess (SBSC Corporate Secretary), Appointed (Position) and is chaired by Richie Carson (Chief Administrative Officer). . The Nomination Committee will meet at least twice a year and assist the Board in fulfilling its responsibilities in the search for and evaluation of potential new directors and ensuring that the size, composition and performance of the Board is appropriate for the scope of the Company's activities. It is recognized that shareholders of the Company have the ultimate responsibility for determining who should represent them on the Board. The Committee Chairman reports to the Board on its proceedings after each meeting on all matters within its duties and responsibilities. The Committee makes whatever recommendations to the Board it deems appropriate on any area within its remit where action or improvement is needed.

Health and Safety Committee

The Company has also established a health and safety committee which comprises Jocelyn Modiillas (International Liaison) and Renessie Agapito (Allocations). The committee conducts to identify and recommend solutions to health and safety problems. They make sure that health and safety concerns are brought into the open and are kept there until they are fixed. One of the committee's important duties is to do regular inspections of the workplace to identify any health and safety issues.