Besides authorities specifically granted to the stockholders or Board by our Charter, By-laws and by statute, the Board has delegated governance of both the Parent as well as the operating subsidiaries to the Executive Committee. Upon acquisition by Zanett, the boards of the operating subsidiaries have a majority of its members made up of members of the Executive Committee.

Moreover, and specifically, the CEO's of Member companies report, in terms of a supervisory - subordinate relationship, to the Executive Committee, and while subordinates within each Member company report to the operating subsidiary CEO, a strong dotted-line to the Executive Committee, as well as an open door policy, exists between all operating subsidiary managements, key employees and members of the Executive Committee. It is the duty of the Executive Committee to enter into, monitor compliance with and evaluate performance associated with the employment agreements and implied performance contracts of key members of the operating subsidiariesí managements.