The Board of Directors (“the Board”) of ZETA Technologies (“the Company’) is tasked with delivering strategic guidance, oversight, and governance to ensure the Company meets its goals while operating ethically, transparently, and in the best interests of its stakeholders.

This document sets out to define the roles, responsibilities, and procedures of the Board of Directors of ZETA Technologies.

a) Board Size: The Board shall consist of at least three directors and at most 7 directors.

b) Membership: Directors shall be appointed based on their expertise, experience, and ability to contribute to the Company’s success. The Board should include a mix of executive and non-executive directors.

c) Chairperson: The Chairperson shall be an independent non-executive director, responsible for leading the Board and ensuring its effectiveness.

a) Strategic Oversight

i. Approve and monitor the implementation of the Company’s strategic plan.

ii. Review and approve major capital expenditures, acquisitions, and divestitures.

b) Financial Oversight

i. Approve annual budgets and financial statements.

ii. Monitor financial performance and ensure the integrity of financial reporting.

iii. Oversee the Company’s risk management framework.

IV. Approve and monitor Corporate Social Responsibility (CSR) intiatives

a) Frequency: The Board shall convene at least once annually and additionally as required.

b) Quorum: A minimum of two directors is necessary to constitute a quorum for Board meetings.

c) Agenda: The agenda for each meeting will be set by the Chairperson, in consultation with the CEO and Company Secretary.

d) Minutes: The Company Secretary is responsible for recording and maintaining the minutes of all Board meetings.

To assist in its responsibilities, the Board may form various committees, each with its own terms of reference. The main committees may include:

a) Audit Committee

b) Remuneration Committee

c) Nominations Committee

d) Risk Management Committee

a) Directors must act in the best interests of the Company and avoid conflicts of interest.

b) Directors must disclose any potential conflicts of interest and, where appropriate, recuse themselves from discussions and decisions.

a) The Board shall conduct an annual self-assessment to evaluate its performance and identify improvement areas.

b) The evaluation process will gather feedback on the performance of individual directors as well as the Board collectively.

a) Directors shall receive appropriate orientation and training to fulfil their responsibilities effectively.

b) Continuous education on industry developments, corporate governance, and other relevant topics will be provided.

a) The Board has the authority to make decisions, delegate responsibilities, and establish policies essential for achieving the Company’s goals.

b) When necessary, the Board may seek independent professional advice to fulfil its duties.

a) These Terms of Reference will be reviewed annually and revised as needed to ensure their relevance and effectiveness.

b) All amendments require approval by a majority vote of the Board.