These Corporate Governance Guidelines are established by the Board of Directors of [[Organization A:Organization]] (Scio Diamond or the Company) to provide a structure within which our directors and management can effectively pursue the Company’s objectives for the benefit of its stockholders.

These guidelines shall be reviewed periodically by the Corporate Governance Committee (together with the Compensation Committee, as necessary) and the Board will make appropriate changes based on recommendations from the Committee(s).

Coordinate with independent auditors on quarterly reviews and annual audits, including # supervision of Company staff to prepare financial results, schedules, and documents associated with such audits or reviews; # resolve complicated accounting issues that may arise during the review or audit; and # ensure that all financials are properly presented in accordance with U.S. GAAP, as applicable;

by law or policies of the company. Annual performance and salary reviews will be conducted as per

“Audit Fees” include fees necessary to perform the annual audit and quarterly reviews of the Company’s consolidated financial statements. Audit Fees include fees for review of tax provisions and for accounting consultations on matters reflected in the financial statements. Audit Fees also include audit or other attest services required by legislation or regulation, such as comfort letters, consents, reviews of securities filings and statutory audits.

such reviews any Secured Party, any Agent, the Backup Servicer or their respective agents or representatives shall be entitled to conduct.

Future base salary reviews will be conducted on an annual basis and be subject to individual performance and overall Company performance.

Determination of Values. The Borrower will conduct reviews of the value to be assigned to each of its Portfolio Investment as follows:

and attended, e-learning programs, performance and development reviews, willingness to relocate, driver’s license information, and information used to populate employee biographies.

Such reviews may occur in conjunction with Code of Ethics, trading or other reviews conducted by the firm and are not required to be segregated and marked as separate reviews. The consequences for trading on or communicating material, non-public information are severe. Consequences can be imposed on the persons involved in insider trading and their employer. Penalties can be imposed even if the parties involved do not personally benefit from the activities involved in the violation. In addition to the regulatory and criminal penalties that could be imposed, supervised persons can expect that any violation of Nuance’s insider trading policy will result in serious penalties to all parties involved, potentially including dismissal from employment with Nuance.