The Zanett Board of Directors ("the Board") seeks members with a diversity of viewpoints, professional backgrounds and experiences possessing knowledge valuable to the oversight of the Companyís business. Directors are selected based upon reputations of integrity and good judgment, and the contributions they can make to the Board and management. They should have experience in positions of responsibility as leaders of companies or institutions with which they are affiliated.

With ultimate accountability to its shareholders, the Zanett Board of Directors is legally charged with the responsibility of governing the Company as defined under the Companyís Charter and By-laws in Section 2.1.7 of this policy manual. The Board has a duty to its shareholders to conduct the affairs of the Company on an informed basis, diligently and in good faith, always acting in the best interest of the Company and its shareholders.

The principal functions of the Board are to oversee processes for evaluating the adequacy of internal controls, risk management, financial reporting and compliance with all appropriate federal and state laws as applicable; ensure compliance with the Companyís Corporate Code of Ethics as set out in Section 3.0 of this policy manual, review the Companyís compensation and benefits programs, its succession planning and diversity programs; review the major strategic and financial objectives of the Company, nominate directors and evaluate the structure and practices of the Board to provide sound corporate governance. The Board accomplishes these functions acting directly and through the Audit Committee and ad hoc committees.

The Board recognizes that governance practices will continue to evolve and it will continue to re-evaluate its policies and procedures from time to time in light of changing circumstances.