Corporate Governance Principles

NTHI Board of Directors Corporate Governance Principles

The Board of Directors (the "Board") is elected by the stockholders of NeOnc Technologies Holdings, Inc.  (the "Company") to serve their interests in the conduct of the Company's business.  The Board is responsible for selecting management, in particular the Chief Executive Officer, and for ensuring that the long-term interests of stockholders are advanced by the Company's management in the operation of the business.     The Company's corporate governance system emphasizes the Board's independence and strengthens its ability to evaluate corporate and management performance.  To accomplish this, the Company has established three committees: Compensation, Audit, and Corporate Governance. Each committee's charters are attached in this investor section in the committee tab. These charters outline the committees’ membership, meetings and procedures, and duties and responsibilities.   

In addition, the Company has set the roles and responsibilities for each of the committees' chairpersons:

Compensation

The Chair of the Compensation Committee in a public biotech company holds a crucial role in ensuring  the company maintains the highest financial integrity and transparency standards. Below is a comprehensive list of responsibilities and duties associated with this position: 

  1. Committee Leadership:
    • Lead the Compensation Committee in fulfilling its charter and responsibilities.
    • Set the agenda for committee meetings, ensuring key compensation issues are addressed.
  2. Executive Compensation:
    • Oversee the development and implementation of the company's executive compensation strategy.
    • Review and approve the annual salaries, bonuses, and other forms of compensation for the CEO and other executive officers.
  3. Performance Evaluations:
    • Ensure there are mechanisms in place to evaluate the performance of the CEO and senior executives.
    • Review these evaluations to ensure they are fair and unbiased.
  4. Incentive and Equity-based Plans:
    • Review and make recommendations about stock options, restricted stock, and other equity-based plans.
    • Ensure that such plans are designed to align the interests of executives with those of the shareholders and support company goals.
  5. Regulatory Compliance:
    • Ensure compensation policies and programs adhere to all relevant legal and regulatory requirements.
    • Oversee disclosures related to executive compensation in the company's public filings, ensuring accuracy and completeness.
  6. Risk Management:
    • Evaluate the risks associated with the company's compensation policies and practices.
    • Ensure that compensation does not encourage unnecessary or excessive risk-taking.

Audit

The Chair of the Audit Committee in a public biotech company holds a crucial role in ensuring that the company maintains the highest financial integrity and transparency standards. Below is a comprehensive list of responsibilities and duties associated with this position:

  1. Committee Leadership:
    • Lead the Audit Committee in fulfilling its charter and responsibilities.
    • Set the agenda for committee meetings in collaboration with senior management and ensure adequate time for thorough discussion of all agenda items.
  2. Oversight of Financial Reporting:
    • Review the company's quarterly and annual financial statements before they are publicly disclosed.
    • Ensure that processes are in place for the management to certify the accuracy and completeness of the financial statements.
  3. Internal Controls:
    • Ensure the company maintains appropriate internal control over financial reporting.
    • Review any significant deficiencies or material weaknesses identified by auditors.
  4. Risk Management:
    • Evaluate and oversee the company's risk management framework, especially those risks inherent to biotech companies, such as clinical trial failures, intellectual property challenges, and regulatory compliance.
  5. Interaction with External Auditors:
    • Appoint, compensate, retain, and oversee the work of the external auditors.
    • Review the external auditors' proposed audit scope, approach, and independence.
    • Discuss the results of the audit with the external auditors, including any difficulties encountered.
  6. Regulatory Compliance:
    • Ensure the company complies with all relevant legal and regulatory financial reporting and disclosure requirements.
    • Oversee any audit-related inquiries or investigations by regulatory authorities.
  7. Whistleblower Policies:
    • Ensure the company has procedures in place for employees to submit concerns about questionable accounting, internal controls, or auditing matters.
    • Review and address all complaints received.
  8. Internal Audit:
    • Oversee the company's internal audit function, ensuring it remains independent and effective.
    • Review and approve the annual internal audit plan.
  9. Communication:
    • Act as the liaison between the Audit Committee, external auditors, internal auditors, and the board of directors.
    • Report the annual audit results and any other relevant audit-related matters to the board of directors.
  10. Continuous Improvement:
    • Review and assess the Audit Committee charter's adequacy annually, suggesting necessary changes.
    • Ensure that the committee regularly undertakes an evaluation of its performance.
  11. Training & Development:
    • Stay informed about changes in financial reporting, auditing, and issues specifically related to biotech companies.
    • Ensure that the Audit Committee receives regular updates on changes in legislation that affect the company's risk profile or necessary disclosure practices.
  12. Conflicts of Interest:
    • Monitor and review potential conflicts of interest involving directors and management and ensure they are managed appropriately.

Corporate Governance 

The Chairperson of the Corporate Governance Committee in a public biotech company holds a crucial role in ensuring the company maintains the highest financial  integrity and transparency standards. Below is a comprehensive list of responsibilities and duties associated with this position:

  1. Introduction
    • Purpose of the document
    • Scope and applicability
  2. Roles and Responsibilities
    • Definition of the Chairman's role
    • Overview of corporate governance within the biotech context
  3. Code of Conduct & Ethics
    • Conflict of interest
    • Confidentiality and information handling
    • Ethical considerations specific to the biotech industry
  4. Board Composition and Structure
    • Board member selection criteria
    • Rotation and tenure
    • Board diversity
  5. Board Meetings
    • Frequency of meetings
    • Agenda setting
    • Meeting procedures
    • Documentation and minutes
  6. Committees
    • Types of committees (e.g., Audit, Nomination, Compensation)
    • Roles and responsibilities of each committee
    • Committee member selection and rotation
  7. Risk Management
    • Oversight of risk management strategy
    • Biotech-specific risks (clinical trials, FDA approvals, intellectual property)
  8. Stakeholder Communication
    • Mechanism for engaging with stakeholders
    • Transparency and disclosures
    • Annual reports and meetings
  9. Regulatory Compliance
    • Overview of biotech industry regulations and standards
    • FDA regulations and clinical trial oversight
    • International regulations (if applicable)
  10. Performance Evaluation
    • Periodic review of board and committee performance
    • Chairman's performance review
    • Feedback mechanisms
  11. Training & Development
    • Ongoing training requirements for board members
    • Keeping abreast of biotech industry trends and developments
  12. Succession Planning
    • Strategy for Chairman and board member replacement
    • Contingency plans
  13. Whistleblower & Grievance Redressal Mechanism
    • Policies for reporting unethical behavior
    • Protection for whistleblowers
  14. Continuous Improvement
    • Regularly reviewing and updating the governance framework
    • Adapting to changing regulatory and industry landscapes
  15. Conclusion
    • Reiteration of the importance of good governance for the company's success