The Board has overall responsibility for corporate governance matters through: developing corporate policies, procedures and guidelines. reviewing the mandates of the Board and committees of the Board and determining what additional committees of the Board, if any, are required or appropriate. developing such codes of conduct and other policies as are appropriate to deal with the confidentiality of the Company's information, insider trading and the Company's timely disclosure and other public company obligations. reviewing its charter and assessing annually the adequacy of this mandate, the effectiveness of its performance and, when necessary, to recommend changes to the Board of Directors for its approval.