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The business of SANTA BARON VENTURES, LIMITED is conducted by its employees, managers and corporate officers led by the Chief Executive Officer, with oversight from the Board of Directors. The Board’s Public Policy and Governance Committee and Compensation and Human Resources Committee periodically review the Company’s corporate governance principles and current practices. The Board and the corporate officers recognize that the long-term interests of the Company are advanced when they are responsive to the concerns of communities, customers, employees, public officials, shareholders and suppliers.

SANTA BARON has launched an ambitious transformation plan whose objective, within three to five years, to make the Company a leader in tomorrow’s national-security world, thanks to rapid change in its activity portfolio, to its innovations and to the development of digital solutions.

Kwabena Boateng-Aidoo, Group Chief Executive Officer, recently announced the establishment of a new executive management team with new responsibilities that will enable SANTA BARON to meet the transformation challenges awaiting the Company as it embarks on a new era of safety and security services provision. This marks a new stage in the Company’s enterprise project that will strengthen the operational structure of the Business Units and operational divisions. Here are the experienced SANTA BARON managers and leaders spearheading transformative projects and plans at the Company.

BOARD OF DIRECTORS

The Board is chaired by Santabaron Chief Executive Officer Kwabena Boateng-Aidoo and currently has three standing committees: Audit, Compensation & Human Resources, and Public Policy & Governance. Each standing committee is comprised of executive and independent directors. Below is updated information about each standing committee; contact the Company’s Press Office if you would like more information about committee charters and membership.

The Audit Committee

The Audit Committee assists the Board in fulfilling its oversight responsibilities with respect to the integrity of Santabaron’s financial statements, Santabaron’s compliance with legal and regulatory requirements, the qualifications and independence of Santabaron’s Independent Registered Public Accounting Firm (auditors), the performance of Santabaron’s internal audit function and the auditor, the effectiveness of Santabaron’s internal controls and the implementation and effectiveness of Santabaron’s ethics and compliance program. The committee performs this function by monitoring Santabaron’s financial reporting process and internal controls and by assessing the audit efforts of the auditors and the internal auditing department. The committee has ultimate authority and responsibility to appoint, retain, compensate, evaluate and, where appropriate, replace the auditors. The committee also reviews updates on emerging accounting and auditing issues provided by the auditors and by management to assess their potential impact on Santabaron. All members of the committee meet the standards for independence set forth in regulatory standards in all jurisdictions in which Santabaron operates, and also meet financial literacy guidelines adopted by the Board. Additionally, the Board has determined that each member of the committee qualifies as an “audit committee financial expert” as defined under Ghana Security and Exchange Commission rules.

The Compensation and Human Resources Committee

The Compensation and Human Resources Committee assists the Board of directors in fulfilling its responsibilities in connection with the compensation of Company directors, officers and employees. It performs this function by establishing and overseeing compensation programs, recommending to the Board the compensation of directors who are not officers of the Company, administering the Company’s equity award stock option plans and options and restricted stock grants, and furnishing an annual Compensation Committee Report on executive compensation. The Committee also provides general oversight over employee relations matters. All members of the committee meet the standards for independence set forth in Ghana SEC Standards.

The Public Policy and Governance Committee

The Public Policy and Governance Committee assists the Board by making recommendations regarding the size and composition of the Board, criteria for the selection of candidates to serve on the Board and the slate of director candidates to be nominated for election at the annual meeting of shareholders. In addition, the committee recommends to the Board candidates for election as officers of the Company. The committee also oversees the Guidelines on Corporate Governance Issues and leads the Board in its annual self-evaluation process and shares the results thereof with the Board for discussion and deliberation. The Committee also provides general oversight with respect to public policy matters. All members of the committee meet the standards for independence set forth in Ghana SEC Standards.