Policies and Procedures Steering Committee Charter

Purpose

GovC has established a Policies and Procedures Steering Committee (the “Steering Committee”) to oversee the promulgation of policies and procedures for the corporation. The Steering Committee is responsible for the establishment and oversight of Subcommittees who have the ultimate responsibility for the development and update of all policy and procedures (“P&Ps”) for each functional area as deemed necessary. To establish authority for and assign responsibility to the corporations Policies and Procedures, and they are created and maintained in a consistent manner.

Policy

1. GovC is committed to establishing and maintaining an effective and comprehensive internal control program with appropriate written guidance to support consistent application of principal GovC processes and monitoring activities.

2. Written guidance, collectively referred to as GovC's Policies and Procedures will reflect managements primary objectives and values.

3. To ensure that GovC Policies and Procedures reflect managements intent, the Steering Committee has been established to:

a. Evaluate the adequacy of established policies and procedures, and

b. Monitor the creation of new policies and modification to existing policies.

4. The Steering Committee will establish and manage Subcommittees to develop policies and procedures for each functional area as necessary.

5. GovC Policies and Procedures shall be designed to:

a. Provide guiding principles for GovC employees while conducting business on behalf of GovC.

b. Provide general information about procedural steps necessary to perform a variety of functions in a consistent and authorized fashion.

c. Comply with local, state, and federal laws and regulations.

d. Comply with customer and contractual requirements.

e. Establish control procedures designed to deter, prevent, or detect wasteful or fraudulent actions.

f. Comply with audit requirements

6. GovC may use more detailed procedural guidance such as reference manuals, handbooks, desk procedures, process documents and flowcharts, and training materials. They may be referenced in policies and procedures.

Governance

GovC has adopted this Steering Committee Charter to describe the general procedures for the establishment and operation of the Steering Committee and Subcommittees, and to set forth the duties and responsibilities of the Committees.

Participation

The GovC President has appointed the Chief Financial Officer (CFO) to provide the final authority and oversight of policies adopted by GovC, other than select policies directed at the discretion of the Board of Directors. To assist the CFO, the President has appointed the following executive positions as members of the Steering Committee. Additional members may be appointed by the CFO in a temporary or continuous capacity to execute the duties of the Steering Committee.

• Senior Corporate Compliance Officer serving as Steering Committee Chair;
• Senior Executive of Corporate Contracts;
• Senior Executive of Human Resources;
• Senior Executive of Information Technology ;
• Senior Executive of Finance and Accounting (Corporate Controller);
• Senior Executive of Business Development;
• Senior Executive of Business Process/Shared Services;
• Senior Executive of Security; and
• General Counsel.

Duties and Responsibilities

Steering Committee

The Steering Committee shall have the following duties and responsibilities:

• Establish a standard format for all policies and procedures.
• Establish a standard process for review and approval of policies and procedures.
• Identify which functional area is responsible for new and revised policies to ensure that all necessary topics are covered and that necessary policies are included as appropriate.
• Facilitate assignment of new policy development when topic crosses subcommittee responsibility.
• Ensure Quality Control over all P&Ps.
• Obtain Corporate approval for all P&Ps.
• Provide guidance to Subcommittee Chairpersons as necessary.
• Monitor progress on development of subcommittee policies and procedures.

Subcommittees

The Subcommittees shall have the following duties and responsibilities:

• Develop policies and procedures in the respective area of responsibility in accordance with standard format and process.
• Ensure input is obtained from other functional areas as appropriate when creating and revising policies.
• Revise policies and procedures in a timely manner in response to new requirements or changing needs/conditions.
• Plan for and conduct training on policies and procedures as required.
• Maintain a central database of all policies and procedures documentation.
• Review local variations and/or waivers to procedures as appropriate.

Meetings & Actions

The Steering Committee will meet no less than quarterly. The Senior Executive of Corporate Compliance is responsible for scheduling meetings of the Steering Committee and notification to the membership.

Frequency of subcommittees meetings will be determined by the respective Subcommittee Chairperson.

Decision-making

All acts and decisions of the Steering Committee shall be by the concurrence of no less than a majority of the members in attendance.

The Subcommittee Chairperson has final authority over acts and decisions of the subcommittee.

Minutes

Minutes are the responsibility of the Committee/Subcommittee Chairperson and are required for every committee meeting. The minutes will be distributed to all committee members as soon as possible following each committee meeting.