Attached files
Exhibit
99.2
KOKO
LTD.
DISCLOSURE
COMMITTEE
CHARTER
Disclosure
Policy
All
financial disclosures made by the Corporation to its security holders or the
investment community should (i) be accurate, complete and timely, (ii) fairly
present, in all material respects, the Corporation's financial condition,
results of operations and cash flows, and (iii) meet any other legal, regulatory
or stock exchange requirements.
Committee
Purpose
The
Corporation's Disclosure Committee (the "Committee") shall assist the
Corporation's officers and directors (collectively, the "Senior Officers")
fulfilling the Corporation's and their responsibilities regarding (i) the
identification and disclosure of material information about the Corporation and
(ii) the accuracy, completeness and timeliness of the Corporation's financial
reports.
Responsibilities
Subject
to the supervision and oversight of Senior Officers, the Committee shall
be responsible for the following tasks:
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Review
and, as necessary, help revise the Corporation's controls and other
procedures ("Disclosure Controls and Procedures") to ensure that (i)
information required by the Corporation to be disclosed to the Securities
and Exchange Commission (the "SEC"), and other written information that
the Corporation will disclose to the public is recorded, processed,
summarized and reported accurately and on a timely basis, and (ii) such
information is accumulated and communicated to management, including the
Senior Officers, as appropriate to allow timely decisions regarding
required disclosure.
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Assist
in documenting, and monitoring the integrity and evaluating the
effectiveness of, the Disclosure Controls and
Procedures.
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Review
the Corporation's (i) Annual Report on Form 10-K, Quarterly Reports on
Form 10-Q, and Current Reports on Form 8-K, proxy statement, material
registration statements, and any other information filed with the SEC
(collectively, the "Reports"), (ii) press releases containing financial
information, earnings guidance, forward-looking statements, information
about material transactions, or other information material to the
Corporation's security holders, (iii) correspondence broadly disseminated
to shareholders, and (iv) other relevant communications or presentations
(collectively, the "Disclosure
Statements").
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Discuss
information relative to the Committee's responsibilities and proceedings,
including (i) the preparation of the Disclosure Statements and (ii) the
evaluation of the effectiveness of the Disclosure Controls and
Procedures.
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Other
Responsibilities
The
Committee shall have such other responsibilities, consistent with the
Committee's purpose, as any Senior Officer may assign to it from time to
time.
Disclosure Control
Considerations
The
Committee shall base the review and revision of the Disclosure Controls and
Procedures on the following factors:
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Control Environment:
The directives of the Board and Audit Committee; the integrity and ethical
values of the Corporation's officers and employees, including the "tone at
the top"; the Corporation's Code of Conduct; and the philosophy and
operating style of management, including how employees are organized and
how authority is delegated.
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Risk Assessment: The
identification and analysis of relevant risks to achieving the goal of
accurate and timely disclosure, forming a basis for determining how the
risks should be managed.
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Control Activities: The
procedures to ensure that necessary actions are taken to address and
handle risks to achievement of objectives.
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Information and Communication:
The accumulation, delivery and communication of financial
information throughout (i.e., up, down and across) the
organization.
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Monitoring: The
assessment of the quality of the financial reporting systems over time
through ongoing monitoring and separate evaluations, including through
regular management supervision and reporting of deficiencies
upstream.
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Organization
The
members of the Committee will be comprised of the Corporations officers and
directors.
The
Committee may designate two or more individuals, at least one of whom shall be
knowledgeable about financial reporting and another about law, who can, acting
together, review Disclosure Statements when time does not permit full Committee
review.
The
Senior Officers at their option may, at any time and from time to time, assume
any or all of the responsibilities of the Disclosure Committee identified in
this Charter, including, for example, approving Disclosure Statements when time
does not permit the full Committee (or the designated individuals) to meet or
act.
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Chair
The Chief
Financial Officer of the Corporation shall act as the Chair of the Committee
(unless and until another member of the Committee shall be so appointed by any
Senior Officer).
Meetings and
Procedures
The
Committee shall meet or act as frequently and as formally or informally as
circumstances dictate to (i) ensure the accuracy, completeness and timeliness of
the Disclosure Statements and (ii) evaluate the Disclosure Controls and
Procedures and determine whether any changes to the Disclosure Controls and
Procedures are necessary or advisable in connection with the preparation of the
Reports or other Disclosure Statements, taking into account developments since
the most recent evaluation, including material changes in the Corporation's
organization and business lines and any material change in economic or industry
conditions.
The
Committee shall adopt, whether formally or informally, such procedures as it
deems necessary to facilitate the fulfillment of its
responsibilities.
Full
Access
The
Committee shall have full access to all of Corporation's books, records, assets,
facilities and personnel, including the internal auditors, in connection with
fulfilling its responsibilities.
Charter
Review
The
Committee shall review and assess this Charter annually, and recommend any
proposed changes to the Senior Officers for approval.
Interpretation
Any
questions of interpretation regarding this Charter, or the Committee's
responsibilities or procedures, shall be determined initially by the Chair and,
to the extent necessary, ultimately by the Senior Officers.
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