Doofus - Board of Directors

Board of Directors

Management Director

Jacques Fourie (Chairman of the Board, President and Chief Executive Officer)

Independent Outside Directors

Christopher (Chris) Ernst van Rooyen

Partha Debnath

Legal Counsel

Lois Li

Board Committees

Audit Committee

Compensation Committee

Nominating and Corporate Governance Committee

Audit Committee

Audit Committee Charter

Purpose. The purpose of the Audit Committee (the “Committee”) of the Board of Directors (the “Board”) of Doofus Corporation, a Delaware corporation (the “Corporation”) is to assist the Board in fulfilling its oversight responsibilities with respect to:

The integrity of the Corporation’s financial statements.
The Corporation’s compliance with legal and regulatory requirements.
The independent auditors’ qualifications and independence.
The performance of the Corporation’s internal audit function and independent auditors.
Risk management related to financial reporting, including cybersecurity risks, internal controls, and fraud detection.

The Committee shall also prepare the audit committee report required by the U.S. Securities and Exchange Commission (the “SEC”) to be included in the Corporation’s annual proxy statement.

Membership. The Committee shall consist of at least three members of the Board, each of whom shall meet the following criteria:

Independence. Each member must meet the independence requirements of the SEC and the applicable listing standards of any securities exchange on which the Corporation’s securities are listed or quoted for trading, as amended from time to time.
Financial Literacy. Each member must be financially literate, as determined by the Board, and able to read and understand fundamental financial statements, including the Corporation’s balance sheet, income statement, and cash flow statement.
Audit Committee Financial Expert. At least one member shall be designated as an “audit committee financial expert” as defined by the SEC. The Board may presume that a member qualifies as such based on the individual’s current or past employment experience, professional certification, or other comparable experience.

Members shall be appointed by the Board and serve until their successors are duly elected and qualified or until their earlier resignation or removal.

The Board shall appoint the Chairperson of the Committee. The Committee may form and delegate authority to subcommittees when appropriate.

Meetings. The Committee shall meet at least quarterly and more frequently as circumstances require. Meetings of the Committee shall be called by the Chairperson or by a majority of the Committee members. A majority of the members of the Committee shall constitute a quorum for the transaction of business. The Committee shall maintain minutes of its meetings and report regularly to the Board on its activities.

The Committee may conduct business through written consent without convening a meeting. For any action to be valid, the written consent must be unanimously approved and signed by all members of the Committee.

The Committee shall meet periodically with management, internal auditors, and independent auditors in separate sessions to discuss any matters the Committee or these groups believe should be discussed privately.

Responsibilities and Duties. The Committee shall have the following responsibilities and duties:

Financial Reporting and Disclosure Matters.

Annual and Quarterly Financial Statements. Review and discuss the Corporation’s annual audited financial statements and quarterly financial statements with management and the independent auditors, including disclosures in the Management’s Discussion and Analysis section of the reports.
Earnings Releases. Review and discuss earnings press releases, as well as financial information and earnings guidance provided to analysts and rating agencies.
Critical Accounting Policies. Review with management and the independent auditors significant financial reporting issues, including major changes in accounting principles, judgments, and estimates.
External Audits. Discuss with the independent auditors the results of the annual audit and any other matters required to be communicated by the auditors under applicable accounting and auditing standards.

Independent Auditors.

Appointment and Oversight. The Committee is directly responsible for the appointment, compensation, retention, and oversight of the work of the independent auditors. The independent auditors shall report directly to the Committee.
Pre-Approval of Services. Pre-approve all audit and permitted non-audit services provided by the independent auditors in accordance with SEC regulations and establish pre-approval policies and procedures.
Independence. Obtain and review a formal written statement from the independent auditors regarding all relationships between the auditors and the Corporation and actively engage in a dialogue with the auditors about any relationships or services that may affect their objectivity and independence.

Internal Controls and Risk Management.

Internal Controls. Review management’s assessment of the Corporation’s internal controls over financial reporting, including information technology security controls, and the effectiveness of such controls.
Risk Management. Discuss policies regarding risk assessment and risk management, including major financial risk exposures such as liquidity, credit, operational, and cybersecurity risks, and the steps management has taken to monitor and mitigate such risks.
Fraud Prevention. Review management’s processes to identify and prevent fraud, including fraud involving management or employees with a significant role in internal controls.

Internal Audit Function.

Internal Audit. Review the scope, activities, and performance of the Corporation’s internal audit function, including the responsibilities and staffing of the internal audit department.
Internal Audit Reports. Review reports from internal auditors regarding any significant findings or issues and management’s responses.

Compliance Oversight.

Legal and Regulatory Compliance. Review the effectiveness of the Corporation’s systems for monitoring compliance with legal and regulatory requirements, including SEC regulations, and obtain reports from management, internal auditors, and independent auditors regarding the Corporation’s compliance with applicable legal and regulatory requirements.
Code of Conduct. Oversee compliance with the Corporation’s Code of Conduct and Code of Ethics for Senior Financial Officers.
Whistleblower Mechanism. Establish procedures for the receipt, retention, and treatment of complaints regarding accounting, internal accounting controls, or auditing matters, and the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters.

Authority to Engage Advisors. The Committee shall have the authority, in its sole discretion, to engage independent legal counsel, consultants, or other advisers, as it deems necessary to carry out its duties. The Corporation shall provide appropriate funding, as determined by the Committee, for payment of compensation to the independent auditors, any outside counsel, and other advisers.

Annual Evaluation and Charter Review. The Committee shall conduct an annual self-evaluation to assess its performance. The Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval.

Reporting. The Committee shall report regularly to the Board of Directors on its activities, findings, and recommendations, including any issues that arise with respect to the quality or integrity of the Corporation’s financial statements, compliance with legal or regulatory requirements, the performance and independence of the independent auditors, or the performance of the internal audit function.

Adopted as of September 4, 2024

Compensation Committee

Compensation Committee Charter

Purpose. The purpose of the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Doofus Corporation, a Delaware corporation (the “Corporation”), is to assist the Board in fulfilling its responsibilities with respect to:

Establishing and overseeing the Corporation’s executive compensation philosophy, policies, and programs.
Evaluating the performance of the Corporation’s Chief Executive Officer (the “CEO”) and other executive officers (the “Executives”).
Determining and approving the compensation of the CEO and Executives.
Reviewing and making recommendations to the Board on non-executive officer and director compensation.
Overseeing the administration of the Corporation’s equity and incentive compensation plans.
Ensuring compliance with legal, regulatory, and listing requirements related to executive compensation.

Membership. The Committee shall consist of at least three members of the Board, each of whom shall meet the following criteria:

Independence. Each member must meet the independence requirements of the U.S. Securities and Exchange Commission (the “SEC”) and any applicable listing standards of any securities exchange on which the Corporation’s securities are listed or quoted for trading, as amended from time to time.
Non-Employee Director and Outside Director. Each member must qualify as a “Non-Employee Director” under SEC Rule 16b-3 and as an “outside director” for purposes of Section 162(m) of the Internal Revenue Code.
Additional Qualifications. Members shall meet any other qualifications as may be required by applicable law or regulation, including the listing standards of any relevant securities exchanges.

Members shall be appointed by the Board and serve until their successors are duly elected and qualified or until their earlier resignation or removal. The Board shall appoint the Chairperson of the Committee. The Committee may form and delegate authority to subcommittees when appropriate.

Meetings. The Committee shall meet at least annually and more frequently as necessary or appropriate. Meetings of the Committee shall be called by the Chairperson or by a majority of the Committee members. A majority of the members of the Committee shall constitute a quorum for the transaction of business. The Committee shall maintain minutes of its meetings and report regularly to the Board on its activities.

Responsibilities and Duties. The Committee shall have the following responsibilities and duties:

Executive Compensation.

CEO Compensation. Review and approve annually the Corporation’s goals and objectives relevant to the CEO’s compensation, evaluate the CEO’s performance in light of those goals and objectives, and determine and approve the CEO’s compensation, including salary, bonus, and equity-based awards, based on this evaluation. The CEO shall not be present during voting or deliberations on his or her compensation.
Executive Officer Compensation. Review and approve the compensation of all other Executives, including salary, bonus, and equity-based awards.
Incentive Compensation and Equity Plans. Oversee the Corporation’s incentive compensation and equity-based compensation plans and approve awards under such plans, including any modifications to such awards.

Director Compensation.

Review and make recommendations to the Board regarding compensation for non-executive directors, including retainer, meeting fees, and equity compensation.

Compensation Disclosure and Compliance.

Review and approve the Compensation Discussion and Analysis (CD&A) to be included in the Corporation’s annual proxy statement, in accordance with SEC rules and regulations.
Ensure that the Corporation’s executive compensation programs comply with applicable legal, regulatory, and listing requirements.

Authority to Engage Advisors. The Committee shall have the authority, in its sole discretion, to engage independent legal counsel, consultants, or other advisers, as it deems necessary to carry out its duties. The Corporation shall provide appropriate funding, as determined by the Committee, for payment of reasonable compensation to any such advisers.

Annual Evaluation and Charter Review. The Committee shall conduct an annual self-evaluation to assess its performance. The Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval.

Reporting. The Committee shall report regularly to the Board of Directors on its activities, findings, and recommendations, including any issues that arise with respect to the compensation of the Corporation’s Executives, compliance with legal or regulatory requirements, or the administration of the Corporation’s compensation programs.

Adopted as of September 4, 2024

Nominating and Corporate Governance Committee

Nominating and Corporate Governance Committee Charter

Purpose. The purpose of the Nominating and Corporate Governance Committee (the “Committee”) of the Board of Directors (the “Board”) of Doofus Corporation, a Delaware corporation (the “Corporation”), is to assist the Board in fulfilling its oversight responsibilities with respect to:

Identifying individuals qualified to become Board members, consistent with criteria approved by the Board.
Recommending director nominees to the Board.
Developing and recommending to the Board corporate governance guidelines applicable to the Corporation.
Overseeing the evaluation of the Board and management.
Overseeing matters of corporate governance and Board structure and composition.

Membership. The Committee shall consist of at least three members of the Board. Each member shall meet the following criteria:

Independence. Each member must meet the independence requirements of the U.S. Securities and Exchange Commission (the “SEC”) and any securities exchange on which the Corporation’s securities are listed or quoted for trading, as amended from time to time.
Experience. Each member shall have the qualifications and experience necessary for membership on the Committee, including an understanding of corporate governance practices and relevant legal or regulatory requirements.

Members of the Committee shall be appointed by the Board and shall serve until their successors are duly elected and qualified or until their earlier resignation or removal. The Board shall appoint the Chairperson of the Committee. The Committee may form and delegate authority to subcommittees when appropriate.

Meetings. The Committee shall meet at least annually or more frequently as circumstances require. Meetings of the Committee shall be called by the Chairperson or by a majority of the Committee members. A majority of the members of the Committee shall constitute a quorum for the transaction of business. Minutes of each meeting shall be kept and filed with the minutes of the Board’s meetings.

The Committee may act by unanimous written consent without convening a meeting, provided that such written consent is signed by all Committee members.

Responsibilities and Duties. The Committee shall have the following responsibilities and duties:

Board Composition and Nominations.

Review and make recommendations regarding the size, composition, and organization of the Board to ensure it has an appropriate breadth of expertise and diversity.
Identify and evaluate individuals qualified to become Board members, consistent with the Corporation’s criteria.
Recommend director nominees to the Board for the next annual meeting of shareholders or to fill vacancies on the Board.

Corporate Governance.

Develop and recommend to the Board corporate governance guidelines and periodically review and reassess these guidelines for compliance with regulatory and legal standards.
Review and recommend Board committee assignments, ensuring that all members meet the requisite independence standards.
Assist the Board in determining whether directors are independent, as defined by applicable laws and regulations.

Director Performance and Evaluation.

Oversee the annual self-evaluation of the Board’s performance.
Review individual directors’ performance periodically and recommend whether such directors should continue on the Board.
Oversee the orientation of new directors and ongoing education for all directors.

Succession Planning.

Review and recommend succession plans for the Corporation’s Chief Executive Officer and other key executives.
Develop interim succession plans for the CEO in case of an unexpected occurrence.

Board Procedures.

Recommend procedures for the effective functioning of the Board, including agendas and schedules for Board meetings.
Ensure that non-management and independent directors meet periodically in executive session.

Director Compensation.

Review and make recommendations to the Board regarding director compensation for services provided to the Corporation.

Board Candidate Guidelines. The Committee shall consider and evaluate candidates for membership on the Board based on the following criteria:

Independence. Candidates must meet the independence requirements under the Corporation’s corporate governance guidelines and applicable laws, including the SEC and any relevant securities exchanges.
Experience and Expertise. Candidates should possess relevant business and professional experience, including a solid understanding of corporate financial statements, corporate budgeting, and capital structure. Candidates may also be assessed on whether they qualify as “audit committee financial experts” under SEC rules.
Diversity. The Committee shall consider diversity of background, experience, thought, and personal characteristics to ensure a variety of perspectives within the Board.
Leadership and Accomplishment. The candidate’s past leadership roles, accomplishments in their field, and personal and professional reputation shall be considered.
Time Commitment. Candidates must be willing and able to devote significant time and effort to the responsibilities of a director, including attending meetings and staying informed about the Corporation’s activities.
Compatibility and Ethics. Candidates should possess high ethical standards, integrity, and the ability to work constructively with other directors and management. The Committee will evaluate whether the candidate can contribute to the Board's working relationship with management and offer sound, independent business judgment.

The Committee does not distinguish between candidates recommended by shareholders or those identified by the Committee itself.

Shareholder Recommendations for Directors. The Committee shall consider candidates recommended by the Corporation’s shareholders in accordance with the following procedures:

Submission Process. Shareholders who wish to recommend a candidate for the Board must submit the candidate’s information in writing to the Committee. Submissions should be sent to the Corporation’s principal office, directed to the attention of the Nominating and Corporate Governance Committee.

Required Information. The submission must include:

Full name(s) and surname of the candidate.
Age, business, and current residence addresses.
Principal occupation and employment history for the past ten (10) years.
Educational background and qualifications.
The number of shares of the Corporation held by the candidate.
Any potential conflicts of interest or material relationships between the candidate and the Corporation.
A signed consent from the candidate agreeing to serve as a director if elected.

Timing of Submissions. Recommendations must be submitted within a specified time frame, generally no later than thirty (30) days prior to the Corporation’s fiscal year-end or the date set for the annual meeting of shareholders, to allow sufficient time for evaluation by the Committee.

The Committee reserves the right to request additional information from the candidate or the shareholder submitting the recommendation.

Authority to Engage Advisors. The Committee shall have the authority to engage independent legal counsel, consultants, or other advisers as it deems necessary to carry out its duties. The Corporation shall provide appropriate funding, as determined by the Committee, for payment of compensation to these advisers.

Annual Evaluation and Charter Review. The Committee shall conduct an annual self-evaluation to assess its performance and effectiveness. The Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval.

Reporting. The Committee shall report regularly to the Board of Directors on its activities, findings, and recommendations, including any issues related to Board composition, corporate governance matters, and the results of the Board’s self-evaluation.

Adopted as of September 4, 2024