Corporate Governance

DECLARATION:
Bunch Marketing Solutions is solely owned by The Great House Ministries International and The Great House Media Group of Publishers and is governed the corporate governance that is used to guide its parent company and subsidiaries.

Purpose:
The following corporate governance guidelines have been adopted by the Board of Directors of Bunch Marketing Solutions Incorporation (“The Great House Media Group of Publishers”) to assist the Board in the exercise of its responsibilities to Bunch Marketing Solutions and its shareholders.

Role of the Board.
The business and affairs of Bunch Marketing Solutions are managed by or under the direction of its Board of Directors in accordance with Delaware law. The directors’ fiduciary duty is to exercise their business judgment in the best interests of Bunch Marketing Solutions shareholders.

Board Structure.
Board Size. The size of the Board will provide for sufficient diversity among non-employee directors while also facilitating substantive discussions in which each director can participate meaningfully. The Board size will be set by the Board on recommendation of the Nominating and Corporate Governance Committee, and within the limits prescribed by BUNCH MARKETING SOLUTIONS’s certificate of in Incorporation and by-laws.

Independent Directors. A majority of the Board will consist of directors whom the Board has determined to be independent. In general, an independent director must have no material relationship with The Great House Media Group of Publishers, directly or indirectly. For this purpose, Bunch Marketing Solutions will ensure that it complies with the rules governing independence adopted by the NYSE and SEC.

To be considered independent under the NYSE rules, the Board must determine that a director does not have any direct or indirect material relationship with The Great House Media Group of Publishers. Materiality for this purpose will be evaluated both from the standpoint of Bunch Marketing Solutions and from the standpoint of the director or the persons or entities with which the director is affiliated. The Board has established the following guidelines to assist it in determining director independence in accordance with that proposed rule:

The following persons will not be considered to be “independent”:

(i) A director who is an employee, or whose immediate family member is an executive officer, of Bunch Marketing Solutions is not independent until three years after the end of such employment relationship;

(ii) A director who receives, or whose immediate family member receives, more than $120,000 per year in direct compensation from Bunch Marketing Solutions, other than director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service), is not independent until three years after he or she ceases to receive more than $120,000 per year in such compensation;

(iii) A director who is a current partner or employee of, or whose immediate family member is a current partner or employee who personally works on Bunch Marketing Solutions audit at, a present or former internal or external auditor of Bunch Marketing Solutions is not “independent” until three years after the earlier of (a) the end of such partnership or employment or (b) the end of such auditor’s auditing relationship with Bunch Marketing Solutions;

(iv) A director who is employed, or whose immediate family member is employed, as an executive officer of another company where any of Bunch Marketing Solutions present executives serve on the company’s compensation committee is not “independent” until three years after the end of such service or the employment relationship;

(v) A director who is an executive officer or an employee, or whose immediate family member is an executive officer, of a company that makes payments to, or receives payments from, Bunch Marketing Solutions for property or services in an amount which, in any single fiscal year, exceeds the greater of $1 million, or 2% of such other company’s consolidated gross revenues, is not “independent” until three years after falling below such threshold.

For the purpose of determining independent directors, “Immediate family member” includes a person’s spouse, parents, children, siblings, in-laws, and any one (other than employees) who shares such person’s home.

Term Limits. The Board believes that experience as a Bunch Marketing Solutions director is a valuable asset, especially in light of the size and international scope of the Incorporation’s operations. Therefore, directors are not subject to term limits.

Other Directorships. Recognizing the substantial time commitment required of directors, it is expected that a non-employee director will serve on the boards of other public and private companies and not-for-profit entities only to the extent that, in the judgment of the Board, such services do not detract from the directors’ ability to devote the necessary time and attention to Bunch Marketing Solutions. The Nominating and Corporate Governance Committee will periodically review all non-employee directors’ service on the boards of other public companies.

Change in Status. To avoid any potential for a conflict of interest, directors will not accept a seat on any additional public company board or any governmental position without first reviewing the matter with the Nominating and Corporate Governance Committee.

Director Selection; Qualifications; Education.
Director Candidates. The Nominating and Corporate Governance Committee will identify individuals qualified to become Board members, and recommend to the Board the director nominees for the next annual meeting of shareholders. The Nominating and Governance Committee will review suggestions of candidates for director made by directors and others.

Orientation. New directors will receive a comprehensive orientation from responsible executives regarding Bunch Marketing Solutionsbusiness and affairs.

Continuing Education. Reviews of particular aspects of Bunch Marketing Solutions operations will be presented by responsible executives from time to time as part of the agenda of regular Board meetings.

Board Meetings.
Number of Regular Meetings. The Board will hold regular meetings as necessary to enable it to discharge its responsibilities.

Briefing Material. Briefing materials will, to the extent necessary in light of the timing of matters that require Board attention, be distributed to each director prior to each meeting. Briefing materials should be concise and yet sufficiently detailed to permit directors to make informed judgments. The Chairman will normally determine the agenda for Board meetings, but any director may request the inclusion of particular items.

Meeting Attendance. It is expected that each director will make every effort to attend each Board meeting and each meeting of any committee on which he or she sits. Attendance in person is preferred but attendance by teleconference is permitted if necessary under the circumstances.

Director Preparedness. Each director should be familiar with any briefing materials distributed in advance of the meeting, and should be prepared to participate meaningfully in the meeting and to discuss all scheduled items of business.

Confidentiality. The proceedings and deliberations of the Board and its committees are confidential. Each director will maintain the confidentiality of information received in connection with his or her service as a director.

Non-employee and Independent Director Executive Sessions.
Executive sessions of the non-employee directors will be scheduled periodically immediately before or after a meeting of the full Board. In addition, an executive session of the Incorporation’s independent directors will be held at least once a year. Annually, the Board of Directors will select a director to preside at such executive sessions for the following year.

Board Self-evaluation.
Annually, the Board will evaluate its performance and effectiveness to determine whether the Board and its committees are functioning effectively.

Committees.
Committees. The Board will appoint from among its members committees it determines are necessary or appropriate to conduct its business and to comply with NYSE rules. Currently, the standing committees of the Board are the Audit Committee, the Nominating and Corporate Governance Committee (which serves as the nominating and corporate governance committee within the meaning of the NYSE rules), the Compensation Committee, the Ethics Committee, the Succession Committee and the Finance Committee.

Committee Composition. The Nominating and Corporate Governance Committee, Audit Committee, and Compensation Committee will consist solely of independent directors, in accordance with NYSE and SEC rules and regulations. The Nominating and Corporate Governance Committee will recommend to the Board director nominees for each committee of the Board and the chairpersons of such committees.

In addition:

  • the members of the Audit Committee must meet such additional requirements as may apply under applicable NYSE and SEC rules;
  • the members of the Compensation Committee must meet such additional requirements as may apply under NYSE rules, must qualify as an independent “non-employee directors” for purposes of Rule 16b-3 of the SEC and be an “outside directors” for the purposes of Rule 162(m) of the Internal Revenue Code of 1986, as amended; and
  • no member of the Compensation committee may be part of a “compensation committee interlock” within the meaning of Regulation S-K of the SEC.

Committee Charters. Each of the committees of the Board will have a written charter setting forth its responsibilities. Charters will be adopted by the Board based on the recommendation of the applicable committee.

Committee Assignments. Membership of each committee will be determined by the Board on the recommendation of the Nominating and Corporate Governance Committee.

Committee Self-evaluation. Annually, each of the Board committees will conduct an evaluation of its performance and effectiveness and will periodically consider whether any changes to the committee’s charter are appropriate.

Committee Reports. The Chair of each Board committee will report to the full Board on the activities of his or her committee, including the results of the committee’s self-evaluations and any recommended changes to the committee’s charter.

CEO Performance Review.
At least annually, the Compensation Committee will review and approve corporate goals and objectives relevant to CEO compensation, evaluate the CEO performance in light of those goals and objectives and, subject to the terms of any employment agreement between the CEO and the Company, shall determine and approve the CEO compensation levels based on this evaluation.

Succession Planning.
The Succession Committee works with the Board to plan for CEO succession, as well as to develop plans for interim succession for the CEO in the event of an unexpected occurrence. Succession planning may be reviewed more frequently by the Board as it deems warranted.

Board Resources.
Access to Employees. Non-employee directors will have full access to senior management of the Incorporation and other employees. The Board expects that there will be regular opportunities for directors to meet with the CEO and other members of management in Board and committee meetings and in other formal or informal settings.

Authority to Retain Advisors. It is normally expected that information regarding the Incorporation’s business and affairs will be provided to the Board by Bunch Marketing Solutions management and staff and by the Incorporation’s independent auditor. However, the Board and each committee has the authority to retain such outside advisors, including accountants, legal counsel, or other experts, as it deems appropriate. The fees and expenses of any such advisors will be paid by Bunch Marketing Solutions.

Code of Conduct.
Bunch Marketing Solutions has adopted a ACode of Business Ethics and Standards of Conduct@. These standards include policies calling for strict observance of all laws applicable to Bunch Marketing Solutions business and describes conflicts of interest policies which, among other things, requires that employees avoid any conflict between their own interests and the interests of Bunch Marketing Solutions in dealing with suppliers, customers, and other third parties, and in the conduct of their personal affairs, including transactions in securities of Bunch Marketing Solutions, any affiliate, or any nonaffiliated organization. Each director is expected to be familiar with and to follow these policies to the extent applicable to them and to execute annually an acknowledgment of such policies.

Communication by Interested Parties with the Non-employee Directors.
The Nominating and Corporate Governance Committee may maintain procedures for interested parties to communicate directly with the non-employee directors. Shareholders, employees and others may contact Bunch Marketing Solutions non-employee directors or any of its directors by writing to them c/o: Bunch Marketing Solutions Incorporation, 4030 Bruner Ave., Bronx, New York 10466.

Bunch Marketing Solutions Incorporation Non-employee Director Compensation.
Compensation for non-employee directors will be determined by the Board on the recommendation of the Compensation Committee, and will be reviewed periodically. Non-employee director compensation will be set at a level that is consistent with certain general principles which relate to market practice, taking into account various factors, including the size and scope of the Incorporation’s business and the responsibilities of its directors.

Shareholder Matters
Shareholder matters such as voting rights, nomination of directors, confidential voting, shareholder proposals and others are contained within, and governed by, Bunch Marketing Solutions Incorporation’s certificate of inIncorporation and by-laws.

Re-evaluation of Corporate Governance Guidelines
The Board will review and revise these Corporate Governance Guidelines as appropriate from time to time based on the recommendation of the Nominating and Corporate Governance Committee.

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER

BUNCH MARKETING SOLUTIONS INCORPORATION

Purpose
The Nominating and Corporate Governance Committee is appointed by the Board (1) to monitor compliance with the Company’s Code of Business Ethics and to promote and maintain a corporate environment which encourages the disclosure of concerns or reports of violations of such Code; (2) to review suggestions of candidates for director made by directors and others; (3) to identify individuals qualified to become Board members, and to recommend to the Board the director nominees for the next annual meeting of stockholders; (4) to recommend to the Board director nominees for each committee of the Board; (5) to recommend to the Board the corporate governance principles applicable to the Company; and (6) to oversee the annual evaluation of the Board and management.

Committee Membership

  • The members of the Committee shall meet the independence requirements of the New York Stock Exchange.
  • The members of the Committee shall be appointed and replaced by the Board.

Committee Authority and Responsibilities

  1. The Committee shall develop and recommend to the Board the corporate governance principles applicable to the Company.
  2. The Committee shall monitor compliance with the Company’s corporate governance principles and the Company’s Code of Business Ethics, as in effect from time to time.
  3. The Committee has full authority to investigate and act upon information submitted by any employee to the Company, the Company’s Board or the Committee.
  4. The Committee also is responsible for establishing and maintaining operating procedures, including its own separate and independent “HOTLINE” procedure for the receipt, investigation and reporting of information and reports of violations, or suspected violations, of the Company’s Code of Business Ethics.
  5. The Committee shall assess the reporting channels through which the Board receives information, and the quality and timeliness of any information received, so that the Board obtains information in a timely fashion.
  6. The Committee shall have the sole authority to retain and terminate any search firm to be used to identify director candidates and shall have sole authority to approve the search firm’s fees and other retention terms. The Committee shall also have authority to obtain advice and assistance from internal or external legal, accounting or other advisors.
  7. The Committee shall establish criteria for Board and committee membership, review candidates’ qualifications and any potential conflicts with the Company’s interests, assess the contributions of current directors in connection with their renomination, and make recommendations to the Board.
  8. The Committee shall review the qualifications of any individual nominated to serve as a director of the Company by directors and others. The Committee shall take into account the qualification requirements imposed by law and the regulations of the New York Stock Exchange in determining an individual’s qualification for Board and committee membership.
  9. The Committee shall receive comments from all directors and report annually to the Board with an assessment of the Board’s performance, to be discussed with the full Board following the end of each fiscal year.
  10. The Committee shall review and reassess the adequacy of the corporate governance guidelines of the Company and recommend any proposed changes to the Board for approval.
  11. The Committee shall make regular reports to the Board.
  12. The Committee shall review and reassess the adequacy of this Charter periodically and recommend any proposed changes to the Board for approval.
  13. The Committee shall annually review its own performance.

Lead Independent Director
The independent members of the Board shall elect a Lead Independent Director on an annual basis. The Lead Independent Director shall meet the independence requirements of the New York Stock Exchange.

Lead Independent Director Authority and Responsibilities

  1. The Lead Independent Director shall preside at all meetings of the Board at which the Chairman is not present, including executive sessions of independent directors.
  2. The Lead Independent Director shall serve as liaison between the Chairman and the independent directors.
  3. The Lead Independent Director shall review all information to be sent to the Board and coordinate with the independent directors to ensure they have access to any requested information.
  4. The Lead Independent Director shall work with the Chairman to establish the agenda for the Board and may add such agenda items as (s)he believes appropriate.
  5. The Lead Independent Director shall have the authority to call meetings of the independent directors.
  6. The Lead Independent Director shall, if requested by major shareholders, ensure that (s)he is available for consultation and direct communication.

BUNCH MARKETING SOLUTIONS INCORPORATION

AUDIT COMMITTEE CHARTER

  1. Purpose

    The Audit Committee of the Board of Directors (the “Audit Committee” or “Committee”) is appointed by the Board of Directors (the “Board”) to report to and assist the Board in fulfilling its oversight responsibilities relating to corporate accounting and financial reporting processes and the quality and integrity of the financial statements of Bunch Marketing Solutions Incorporation (the “Company”) and other financial information provided by the Company to its stockholders, the public and others. The primary functions of the Audit Committee are to: (i) review and evaluate the activities, qualifications and performance of the Company’s auditing, accounting and financial reporting functions and processes generally; (ii) serve as an independent and objective body to monitor the integrity of the Company’s financial statements and the financial reporting process and the Company’s systems of internal controls regarding finance, accounting, legal compliance and ethical behavior; (iii) monitor the Company’s compliance with legal and regulatory requirements; (iv) provide a means of communication among the independent registered public accounting firm, management (including persons performing any internal audit or finance function) and the Board; and (v) evaluate the qualifications, independence and performance of the Company’s internal auditors and independent registered public accounting firm.

    The Audit Committee has the authority to conduct any investigation appropriate to fulfilling its responsibilities, and it has direct access to the independent registered public accounting firm and internal auditors, as well as any other individual in the Company. The independent registered public accounting firm shall report directly to the Audit Committee and have ultimate accountability to the Audit Committee.

  2. Committee Membership and Meetings

    The Audit Committee shall be comprised of three or more independent directors as determined by the Board, each of whom shall: (i) be able to read and understand fundamental financial statements and (ii) satisfy the independence, financial literacy and, for at least one member, experience requirements of Section 10A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Section 303A of The New York Stock Exchange Listed Company Manual and any other regulatory requirements pertaining to qualifications of Audit Committee members. At least one member should be an Audit Committee Financial Expert, pursuant to Item 407(d)(5) of Regulation S-K, as determined by the Board.

    Audit Committee members shall be elected by the Board of Directors on the recommendation of the Nominating and Corporate Governance Committee and shall serve until their successors shall be duly elected and qualified. If an Audit Committee Chair is not designated or present, the members of the Committee may designate a Chair by majority vote of the Committee membership.

    The Audit Committee shall meet as often as it determines necessary but not less than four times per year on a quarterly basis. The Audit Committee may require officers of the Company, the internal auditors, the independent registered public accounting firm, the Company’s outside counsel, and others to attend meetings and to provide pertinent information, as necessary. The Audit Committee shall meet in separate executive sessions during each of its four regularly scheduled meetings with management, internal auditors (as necessary) and the independent registered public accounting firm to discuss any matters that the Audit Committee (or any of these groups) believes should be discussed privately.

    The Audit Committee shall have the authority, to the extent it deems necessary or appropriate, to retain special legal, accounting or other consultants to advise the Committee. The Audit Committee shall report on its activities to the full Board.

  3. Responsibilities and Duties

    The Audit Committee shall have the sole authority and responsibility to select, retain, evaluate, and, where appropriate, replace the independent registered public accounting firm or nominate the independent registered public accounting firm for shareholder approval. The Audit Committee shall pre-approve all audit engagement fees and terms and all non-audit engagements with the independent registered public accounting firm. The Audit Committee shall consult with management but shall not delegate these responsibilities.

    The Audit Committee, to the extent it deems necessary or appropriate, shall:

    1. With respect to financial statements and disclosure matters:

      (a) Review and discuss with management and the independent registered public accounting firm, the Company’s annual audited financial statements and the quarterly financial statements, including disclosures made in management’s discussion and analysis and press releases relating to its financial condition and results of operations prior to submission to the public, as well as any certification, report, opinion or review rendered by the independent registered public accounting firm in connection with such reports.
      (b) Discuss with the independent registered public accounting firm the matters required to be discussed by Statement on Auditing Standards No. 61, as amended, relating to the conduct of the audit, including but not limited to, auditing and accounting principles adopted by the Company, the report on internal control and any difficulties or restrictions encountered in the course of the audit work.
      (c) Recommend to the Board of Directors, if appropriate, that the Company’s annual audited financial statements be included in the Company’s annual report on Form 10-K.
      (d) Prepare the report required by the Securities and Exchange Commission (“SEC”) to be included in the Company’s annual proxy statement and any other Committee reports required by applicable securities laws or stock exchange listing requirements or rules.
      (e) Review and discuss generally with management the types of information to be disclosed and the types of presentations to be made in the Company’s earnings press releases and in any financial information and earnings guidance provided by the Company to analysts and rating agencies.

    2. With respect to the independent registered public accounting firm:

      (a) Have the sole authority to review in advance, and grant any appropriate preapprovals of, (i) all auditing services to be provided by the independent registered public accounting firm and (ii) all non-audit services to be provided by the independent registered public accounting firm as permitted by Section 10A of the Exchange Act and in connection therewith to approve all fees and other terms of engagement. The Audit Committee may also delegate to one or more designated members of the Audit Committee who are independent directors of the Board the authority to pre-approve audit and permissible non-audit services, provided such pre-approval decision is presented to the full Audit Committee at its next scheduled meeting. The Audit Committee shall also review and approve disclosures required to be included in SEC periodic reports filed under Section 13(a) of the Exchange Act with respect to non-audit services.
      (b) Review the qualifications, performance and independence of the Company’s independent registered public accounting firm on at least an annual basis.
      (c) On an annual basis, review and discuss with the independent registered public accounting firm all relationships the independent registered public accounting firm have with the Company in order to evaluate the independent registered public accounting firm’s continued independence. The Audit Committee shall: (i) ensure that the independent registered public accounting firm submits to the Committee on an annual basis a written statement (consistent with Independent Standards Board Standards No. 1) delineating all relationships and services that may impact the objectivity and independence of the independent registered public accounting firm, (ii) discuss with the independent registered public accounting firm any disclosed relationship or services that may impact the objectivity and independence of the independent registered public accounting firm, and (iii) satisfy itself as to the independent registered public accounting firm’s independence.
      (d) At least annually, obtain and review an annual report from the independent registered public accounting firm describing (i) the independent registered public accounting firm’s internal quality control procedures and (ii) any material issues raised by the most recent internal quality control review, or peer review, of the independent registered public accounting firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried out by the independent registered public accounting firm, and any steps taken to deal with any such issues.
      (e) Confirm that the lead audit partner, or the lead audit partner responsible for reviewing the audit, for the Company’s independent registered public accounting firm has not performed audit services for the Company for each of the five previous fiscal years.
      (f) Review all reports required to be submitted by the independent registered public accounting firm to the Audit Committee under Section 10A(m) of the Exchange Act and any amendments thereto.
      (g) Review, based upon the recommendation of the independent registered public accounting firm and the internal auditors, the scope and the plan of the work to be done by the independent registered public accounting firm for each fiscal year.

    3. With respect to the internal audit function and internal controls:

      (a) In consultation with the independent registered public accounting firm and the internal auditors, (a) review the adequacy of the Company’s (i) financial reporting procedures and (ii) internal control structure and systems (including any significant deficiencies or weaknesses and significant changes in internal controls reported to the Committee by the independent registered public accounting firm and management) and the procedures designed to ensure compliance with laws and regulations; and (b) discuss the responsibilities, budget and staffing needs of the internal auditors.

      (b) Review, based upon the recommendation of the independent registered public accounting firm and the head of the internal auditors, the scope and plan of the work to be done by the internal auditors and review on an annual basis the performance of the internal auditors.

      (c) Establish procedures for (i) the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters, and (ii) the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.

    4. Periodic and Annual Reviews:

      (a) Periodically review with each of management, the independent registered public accounting firm and the internal auditors (i) any significant disagreement between management and the independent registered public accounting firm or the internal auditors in connection with the preparation of the financial statements, (ii) any difficulties encountered during the course of the audit (including any restrictions on the scope of work or access to required information), and (iii) management’s response to each.
      (b) Periodically discuss with the independent registered public accounting firm, without management being present, (i) their judgments about the quality, appropriateness, and acceptability of the Company’s accounting principles and financial disclosure practices, as applied in its financial reporting and (ii) the completeness and accuracy of the Company’s financial statements.
      (c) Consider and approve, if appropriate, significant changes to the Company’s accounting principles and financial disclosure practices as suggested by the independent registered public accounting firm, management or the internal auditors.
      (d) Review with management, the independent registered public accounting firm, the internal auditors and the Company’s counsel, as appropriate, any legal, regulatory or compliance matters that could have a significant impact on the Company’s financial statements, including significant changes in accounting standards or rules as promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities with relevant jurisdiction.
      (e) Obtain and review an annual report from management relating to the accounting principles used in preparation of the Company’s financial statements (including those policies for which management is required to exercise discretion or judgments regarding the implementation thereof).
      (f) Review with both management and the independent registered public accounting firm all related party transactions or dealings with parties related to the Company.
      (g) Review and discuss with management and the independent registered public accounting firm all material off balance sheet transactions, arrangements, obligations (including contingent obligations) and other relationships of the Company with unconsolidated entities or other persons, that may have a material current or future effect on financial condition, changes in financial condition, results of operations, liquidity, capital resources, capital reserves or significant components of revenues or expenses.
      (h) Review and discuss with management and the independent registered public accounting firm (i) the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures (including management’s risk assessment and risk management policies), and (ii) the program that management has established to monitor compliance with its code of business ethics and conduct for directors, officers and employees.
      (i) Review and discuss with management and the independent registered public accounting firm all disclosures made by the Company concerning any material changes in the financial condition or operations of the Company.
      (j) Discuss with management and the Company’s independent registered public accounting firm any significant deficiencies in the design or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize, and report financial data and identify for the Company’s auditors any material weaknesses in internal controls and any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls.
      (k) Obtain explanations from management for unusual variances in the Company’s annual financial statements from year to year, and review annually the independent registered public accounting firm’s letter of the recommendations to management and management’s response.

    5. General – The Audit Committee shall:
      (a) Review and approve (i) any change or waiver in the Company’s code of business conduct and ethics for directors or executive officers, and (ii) any disclosure made on Form 8-K regarding such change or waiver.
      (b) Ensure that the policy for the Company’s hiring of employees or former employees of the independent registered public accounting firm who were engaged on the Company’s account is in accordance with SEC and New York Stock Exchange regulations.
      (c) Review any management decision to seek a second opinion from an independent registered public accounting firm other than the Company’s regular independent registered public accounting firm with respect to any significant accounting issue.
      (d) Review with management and the independent registered public accounting firm the sufficiency and quality of the internal auditors and other financial and accounting personnel of the Company.
      (e) Review and reassess the adequacy of this Charter annually and recommend to the Board any changes the Committee deems appropriate.
      (f) Periodically evaluate its performance, establish criteria for such evaluation and report the results of such review to the Board.
      (g) Be subject to an annual performance evaluation by the Board.
      (h) Perform any other activities consistent with this Charter, the Company’s Bylaws and governing law as the Committee or the Board deems necessary or appropriate.
      (i) Make available this Charter on the Company’s website at www.bunchmarketingsolutions.com.
  4. Limitation of Audit Committee’s Role
    Although the Audit Committee has the powers and responsibilities set forth in this Charter, the role of the Audit Committee is oversight. It is not the duty of the Audit Committee to conduct audits or to determine that the Company’s financial statements and disclosures are complete and accurate and are in accordance with generally accepted accounting principles and applicable rules and regulations. These are the responsibilities of management and the independent registered public accounting firm.

Further, pursuant to Section 141 of the Delaware General Incorporation Law, a member of the Audit Committee shall, in the performance of his or her duties, be fully protected in relying in good faith upon such information, opinions, reports or statements presented by any other person as to matters the member reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company.

Governance, Risk & Compliance

Bunch Marketing Solutions operates in seven (7) regions globally. The global economic crisis proved that our businesses must take on strategic and coordinated approach to risk management. The previous economic crisis, has placed pressures on our organizations to be proactive and rigorous in how we manage risks and to provide assurance to internal and external stakeholders about our risk management effectiveness. With this we can clearly articulate and quantify the risks we face and the likely would of their impact on our performance to help us ultimately make better business decisions. A comprehensive Governance, Risk, and Compliance (GRC) approach, enabled by technology, can helped to drive new compliance and performance capabilities-and new organizational resilience.

Governance, Risk, and Compliance (GRC) services help us develop a wide-ranging vision and approach for their organizations’ multiple governance, risk, and compliance processes. The key focus is to help improve the sustainability, effectiveness, efficiency, and transparency for GRC processes; align the processes with the organization’s strategic goals and objectives; and drive both competitive advantage and shareholder value.

MOAG(MO ACCOUNTANTS’ GROUP) can help with…

Strengthening the GRC organization and processes to address renewed stakeholder focus on governance and risk management enhancing economic business value by helping improve cost efficiencies. Capitalizing on opportunities and helping to minimize losses through enhanced risk management and informed decision making. In addition, MOAG’s Holistic Model for GRC provides an integrated approach for developing and establishing a successful and sustainable GRC framework within the organization.

Potential Benefits
A company’s effective approach to GRC can help:

Protect and enhance business value by fostering a risk-aware culture, supporting informed decision making, and addressing multiple compliance and assurance layers. Enhance operational efficiency by rationalizing risk management, controls, and assurance structures and processes, and intelligent use of IT and data management structures. Enable the organization to quickly, consistently, and efficiently respond to challenges provided by evolving risk profiles and rapidly changing regulatory requirements. Enable a company to meet compliance objectives while improving performance by using an integrated framework in support of its strategic objectives,

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