Global Energy Holdings Group

Corporate Governance Committee Charter

A. PURPOSE

The purposes of the Governance Committee (the “Committee”) of the Board of Directors (the “Board”) of Global Energy Holdings Group, Inc. (the “Company”) shall be as follows:

1. To select, or recommend for the Board’s selection, the individuals to stand for election as directors at the annual meeting of stockholders or, if applicable, a special meeting of stockholders.
   
    
2. To oversee the selection and composition of committees of the Board and, as applicable, oversee management continuity planning processes.
   
    
3. To oversee corporate governance matters, to the extent the Board and the Committee deem appropriate.

The Board shall determine whether the Committee shall make determinations as a committee or shall make recommendations to the Board.

B. COMPOSITION

The Committee shall consist of two or more members of the Board, each of whom the Board determines to be “independent” in accordance with the NYSE Alternext US (formerly the American Stock Exchange) listing standards. To the extent the Committee consists of at least three members, the Board may appoint to the Committee one director who is not independent under the NYSE Alternext US listing standards, subject to the following:

• the director is not a current officer or employee, or an immediate family member of a current officer or employee, of the Company;
  
   
• the Board, under exceptional and limited circumstances, determines that such individual’s membership on the Committee is required by the best interests of the Company and its stockholders;
  
   
• the Company discloses in the proxy statement for the next annual meeting of stockholders subsequent to such determination (or in its Annual Report on Form 10-K if the Company does not file a proxy statement), the nature of the relationship and the reason for that determination; and
  
   
• such person does not serve on the Committee under this exception for more than two years.

C. APPOINTMENT AND REMOVAL

The members of the Committee shall be appointed by the Board. A member shall serve until such member’s successor is duly elected and qualified or until such member’s earlier resignation or removal. The members of the Committee may be removed, with or without cause, by a majority vote of the Board.

D. CHAIR

The Board shall elect the Chair of the Committee. The Chair will chair all regular sessions of the Committee and set the agendas for the Committee meetings.

E. DELEGATION TO SUBCOMMITTEES

In fulfilling its responsibilities, the Committee shall be entitled to delegate any or all of its responsibilities to a subcommittee of the Committee.

F. MEETINGS

The Committee shall meet at least once annually, or more frequently as circumstances dictate. Meetings of the Committee may be called by the Chair of the Committee or by any two (2) members of the Committee on prior notice of not less than forty-eight (48) hours to each member either (a) personally (including notice by telephone actually conveyed to the member in person and not via voicemail); (b) by U.S. first class mail, provided such notice is sent not later than five (5) business days before the date of the meeting; (c) by email to an email address customarily used by the member for Board communications, along with notice by telephone by a message left via voicemail on the member’s home or mobile telephone number; or (d) by facsimile transmission to a number supplied by the member, along with a message left via voicemail on the member’s home or mobile telephone number. Whenever this charter requires a notice to be given under this charter, a written waiver of the notice signed by the member or members entitled to the notice, whether before or after the time stated in the notice, shall be deemed equivalent to the giving of such notice. Attendance by a member or members at any meeting requiring notice shall constitute a waiver of notice of the meeting, except where the member or members attend the meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any meeting of the Committee need be specified in the notice or waiver of notice of such meeting.

Any one or more of the members of the Committee may participate in a meeting of the Committee by means of conference call or similar communication device by means of which all persons participating in the meeting can hear each other.

A majority of the members of the Committee shall constitute a quorum for the transaction of business. The affirmative vote of a majority of the members of the Committee present at the time of such vote will be required to approve any action of the Committee. Subject to the requirements of any applicable law, regulation or NYSE Alternext US rules, any action required or permitted to be taken at a meeting of the Committee may be taken without a meeting if all members of the Committee sign a written consent that describes the action so taken. Such a written consent shall have the same force and effect as a unanimous vote at a meeting.

All non-management directors who are not members of the Committee may attend meetings of the Committee, but may not vote. In addition, the Committee may invite to its meetings any director, member of management of the Company, and such other persons as it deems appropriate to carry out its responsibilities. The Committee may also exclude from its meetings any persons it deems appropriate.

G. DUTIES AND RESPONSIBILITIES

The Committee shall carry out the duties and responsibilities set forth below. These functions should serve as a guide with the understanding that the Committee may determine to carry out additional functions and adopt additional policies and procedures as may be appropriate in light of changing business, legislative, regulatory, legal or other conditions. The Committee shall also carry out any other responsibilities and duties delegated to it by the Board from time to time related to the purposes of the Committee outlined in this charter.

In discharging its oversight role, the Committee is empowered to study or investigate any matter of interest or concern that the Committee deems appropriate and shall have the authority, without seeking Board approval, to retain outside counsel or other advisors for this purpose, including the authority to approve the fees payable to such counsel or advisors and any other terms of retention.

Board Selection, Composition and Evaluation

1. Establish criteria for the selection of new directors to serve on the Board.
   
    
2. Identify individuals believed to be qualified as candidates to serve on the Board and select, or recommend that the Board select, the candidates for all directorships to be filled by the Board or by the stockholders at an annual or special meeting. In identifying candidates for membership on the Board, the Committee shall take into account all factors it considers appropriate, which may include strength of character, mature judgment, career specialization, relevant technical skills, diversity, and the extent to which the candidate would fill a present need on the Board.
   
    
3. Review and make recommendations to the full Board, or determine, whether members of the Board should stand for re-election. Consider matters relating to the retirement of Board members, including term limits or age caps.
   
    
4. Conduct all necessary and appropriate inquiries into the backgrounds and qualifications of possible candidates. In this regard, the Committee shall have the sole authority to retain and to terminate any search firm to assist in identifying candidates to serve as directors of the Company, including the sole authority to approve the fees payable to such search firm and any other terms of retention.
   
    
5. Consider questions of independence and possible conflicts of interest of members of the Board and executive officers under applicable rules and regulations of the SEC and the NYSE Alternext US listing standards.
   
    
6. Review and make recommendations, as the Committee deems appropriate, regarding the composition and size of the Board to ensure that the Board has the requisite expertise and consists of persons with sufficiently diverse and independent backgrounds.
   
    
7. Oversee the evaluation, at least annually and as circumstances otherwise dictate, of the Board and management.
   
   Committee Selection and Composition
   
    
8. Recommend members of the Board to serve on the committees of the Board, giving consideration to the criteria for service on each committee as set forth in the charter for such committee, as well as to any other factors the Committee deems relevant, and make recommendations, when appropriate, regarding the removal of any member of any committee.
   
    
9. Recommend members of the Board to serve as the Chairs of the committees of the Board.
   
    
10. Establish, monitor and recommend the purpose, structure and operations of the various committees of the Board, the qualifications and criteria for membership on each committee of the Board.
    
     
11. Recommend, as circumstances dictate, periodic rotation of directors among the committees and impose any term limitations of service on any committee.
    
     
12. Periodically review the charter and composition of each committee of the Board and make recommendations to the Board for the creation of additional committees or the elimination of Board committees, as appropriate.
    
    Continuity/Succession Planning Process
    
    
13. Oversee and approve the management continuity planning process.
    
     
14. Review and evaluate the succession plans relating to the Chief Executive Officer and other executive officers and recommend individuals to occupy these positions to the Board.
    
    Reports
    
    
15. Report regularly to the Board with respect to matters that are relevant to the Committee’s discharge of its responsibilities and with respect to such recommendations as the Committee may deem appropriate. The report to the Board may take the form of an oral report by the Chair or any other member of the Committee designated by the Committee to make such report.
    
     
16. Maintain minutes or other records of meetings and activities of the Committee.
    
    Corporate Governance
    
    To the extent the Board and the Committee deem appropriate, the Committee will:
    
     
17. Consider the adequacy of the Company’s certificate of incorporation and bylaws and recommend to the Board, as conditions dictate, amendments to the certificate of incorporation and bylaws for consideration by the Board or by the stockholders, if required by law or the Company’s certificate of incorporation or bylaws.
    
     
18. Develop and recommend to the Board a set of corporate governance principles applicable to the Company and keep abreast of developments with regard to corporate governance to enable the Committee to make recommendations to the Board in light of such developments as may be appropriate.
    
     
19. Consider policies relating to meetings of the Board. This may include meeting schedules and locations, meeting agendas, and procedures for delivery of materials in advance of meetings.
    
     
20. Review and approve all related person transactions as specified in Item 404 of Regulation S-K and the Company’s Related Person Transactions Policy and Procedures.
    
    Proxy Statement Disclosures
    
     
21. The Committee may adopt (a) a policy regarding the Committee’s consideration of candidates proposed by stockholders; (b) the minimum criteria, as well as special skills and qualities, that the Committee believes are necessary for one or more of the Company’s directors to possess (including the criteria specified above); and (c) a process for identifying and evaluating Director nominees (including candidates recommended by stockholders). In this regard, the Committee shall keep in mind that the Company’s proxy statements shall disclose the foregoing as and to the extent required under applicable rules adopted by the SEC.

Audit Committee Charter

A. PURPOSE

The purposes of the Audit Committee (the “Committee”) of the Board of Directors (the “Board”) of Global Energy Holdings Group, Inc. (the “Company”) shall be as follows:

1. To oversee the accounting and financial reporting processes of the Company and audits of the Company’s financial statements.
   
    
2. To provide assistance to the Board with respect to its oversight of the following:
   
   (a) The integrity of the Company’s financial statements.
   (b) The Company’s compliance with legal and regulatory requirements, including Section 404 of the Sarbanes-Oxley Act of 2002.
   (c) The independent auditor’s qualifications and independence.
   (d) The performance of the Company’s internal audit function, if any, and independent auditor.
   
    
3. To prepare the report that the rules of the Securities and Exchange Commission (the “SEC”) require to be included in the Company’s annual proxy statement.

B. COMPOSITION

The Committee shall be composed of at least three directors, each of whom shall:

• be “independent” as defined by the applicable rules of the NYSE Alternext US (Formerly the American Stock Exchange);
  
   
• meet the criteria for independence set forth in Rule 10A-3(b)(1) under the Securities Exchange Act of 1934; and
  
   
• be able to read and understand fundamental financial statements, including the Company’s balance sheet, income statement and cash flow statement.

In addition, at least one member of the Committee shall be financially sophisticated, in that he or she shall have past employment experience in finance or accounting; requisite professional certification in accounting, or any other comparable experience or background, which results in the individual’s financial sophistication, including but not limited to being or having been a chief executive officer, chief financial officer, or other senior officer with financial oversight responsibilities. The Board will determine whether at least one member of the Committee qualifies as an “audit committee financial expert” in compliance with the criteria established by the SEC. The existence of such a member, including his or her name and whether or not he or she is independent, will be disclosed in periodic filings as required by the SEC rules. The Committee members are encouraged to enhance their familiarity with finance and accounting by participating in educational programs, including those conducted by the Company or outside consultants.

One director who is not independent as defined in Section 121A of the NYSE Alternext US Company Guide, but who satisfies the requirements of Rule 10A-3(b)(1) under the Securities Exchange Act of 1934, may serve as a member of the Committee, but only in the following circumstances:

• the director is not a current officer or employee of the Company or an immediate family member of a current officer or employee;
  
   
• the Board determines, under exceptional and limited circumstances, that membership by the individual on the Committee is required by the best interests of the Company and its stockholders;
  
   
• the Board discloses, in the Company’s next annual meeting proxy statement (or its next Annual Report on Form 10-K if the Company does not file an annual proxy statement) subsequent to such determination, the nature of the relationship and the reason for that determination;
  
   
• no such person may serve as the Chair of the Committee; and
  
   
• no such person may serve on the Committee for more than two years.

C. APPOINTMENT AND REMOVAL

The Board shall appoint the members of the Committee. A member shall serve until such member’s successor is duly elected and qualified or until such member’s earlier resignation or removal. The members of the Committee may be removed, with or without cause, by a majority vote of the Board.

D. CHAIR

The Board shall elect the Chair of the Committee. The Chair will chair all regular sessions of the Committee and set the agendas for the Committee meetings.

E. DELEGATION TO SUBCOMMITTEES

In fulfilling its responsibilities, the Committee shall be entitled to delegate any or all of its responsibilities to a subcommittee of the Committee, except as otherwise provided in this charter.

F. MEETINGS

The Committee shall meet at least on a quarterly basis, or more frequently as circumstances dictate. Meetings of the Committee may be called by the Chair of the Committee or by any two (2) members of the Committee on prior notice of not less than forty-eight (48) hours to each member either (a) personally (including notice by telephone actually conveyed to the member in person and not via voicemail); (b) by U.S. first class mail, provided such notice is sent not later than five (5) business days before the date of the meeting; (c) by email to an email address customarily used by the member for Board communications, along with notice by telephone by a message left via voicemail on the member’s home or mobile telephone number; or (d) by facsimile transmission to a number supplied by the member, along with a message left via voicemail on the member’s home or mobile telephone number. Whenever this charter requires a notice to be given under this charter, a written waiver of the notice signed by the member or members entitled to the notice, whether before or after the time stated in the notice, shall be deemed equivalent to the giving of such notice. Attendance by a member or members at any meeting requiring notice shall constitute a waiver of notice of the meeting, except where the member or members attend the meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any meeting of the Committee need be specified in the notice or waiver of notice of such meeting.

Any one or more of the members of the Committee may participate in a meeting of the Committee by means of conference call or similar communication device by means of which all persons participating in the meeting can hear each other.

A majority of the members of the Committee shall constitute a quorum for the transaction of business. The affirmative vote of a majority of the members of the Committee present at the time of such vote will be required to approve any action of the Committee. Subject to the requirements of any applicable law, regulation or NYSE Alternext US rules, any action required or permitted to be taken at a meeting of the Committee may be taken without a meeting if all members of the Committee sign a written consent that describes the action so taken. Such a written consent shall have the same force and effect as a unanimous vote at a meeting.

All non-management directors who are not members of the Committee may attend meetings of the Committee, but may not vote. In addition, the Committee may invite to its meetings any director, member of management of the Company, and such other persons as it deems appropriate to carry out its responsibilities. The Committee may also exclude from its meetings any persons it deems appropriate.

As part of its goal to foster open communication, the Committee shall periodically meet separately, at least once annually, with each of management, the director of the internal auditing department, if any, and the independent auditor to discuss any matters that the Committee or any of these groups believe would be appropriate to discuss privately. In addition, the Committee should meet with the independent auditor and management periodically to review the Company’s financial statements in a manner consistent with that outlined in this charter.

G. AUTHORITY, DUTIES AND RESPONSIBILITIES

The Committee shall carry out the duties and responsibilities set forth below. These functions should serve as a guide with the understanding that the Committee may determine to carry out additional functions and adopt additional policies and procedures as may be appropriate in light of changing business, legislative, regulatory, legal or other conditions. The Committee shall also carry out any other duties and responsibilities delegated to it by the Board from time to time related to the purposes of the Committee outlined in this charter. The Committee may perform any functions it deems appropriate under applicable law, rules or regulations, the Company’s bylaws and the resolutions or other directives of the Board, including review of any certification required to be reviewed in accordance with applicable law or regulations of the SEC.

In discharging its oversight role, the Committee is empowered to study or investigate any matter of interest or concern that the Committee deems appropriate. In this regard and as it otherwise deems appropriate, the Committee shall have the authority, without seeking the Board approval, to engage and obtain advice and assistance from independent counsel and other advisers, as it determines necessary to carry out its duties.

The Committee also shall have the authority to receive appropriate funding from the Company, as determined by the Committee, in its capacity as a committee of the Board, for the payment of:

• Compensation to any registered public accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Company;
  
   
• Compensation to any outside legal or other advisors engaged by the Committee; and
  
   
• Ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties.

The Committee shall be given full access to the Company’s internal audit group, if any, the Board, executive officers and independent auditors as necessary to carry out these responsibilities. While acting within the scope of its stated purpose, the Committee shall have all the authority of the Board, except as otherwise limited by applicable law.

Notwithstanding the foregoing, the Committee is not responsible for certifying the Company’s financial statements or guaranteeing the independent auditor’s report. The fundamental responsibility for the Company’s financial statements and disclosures rests with management and the independent auditor.

Documents/Reports/Accounting Information Review

1. Review and discuss with management and the independent auditor, prior to public dissemination, the Company’s annual audited financial statements and quarterly financial statements, including the Company’s disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and recommend to the Board whether the audited financial statements should be included in the Company’s Annual Report on Form 10-K based on the following review and discussions:
   
   (a) Discuss with the independent auditors the matters required to be discussed by the statement on Auditing Standards No. 61, as amended (AICPA, Professional Standards, Vol. 1, AU section 380), as adopted by the Public Company Accounting Oversight Board in Rule 3200T; and
   
   (b) Receive the written disclosures and the letter from the independent accountants required by Independence Standards Board Standard No. 1 (Independence Standards Board Standard No. 1, Independence Discussions with Audit Committees), as adopted by the Public Company Accounting Oversight Board in Rule 3600T, and discuss with the independent auditors the independent auditors’ independence from the Company and management.
   
    
2. Discuss with management and the independent auditor, prior to the Company’s filing of any quarterly or annual report the following:
   
   (a) whether any significant deficiencies in the design or operation of internal control over financial reporting exist that could adversely affect the Company’s ability to record, process, summarize and report financial data;
   
   (b) the existence of any material weaknesses in the Company’s internal control over financial reporting; and
   
   (c) the existence of any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.
   
    
3. Discuss with management and the independent auditor the Company’s earnings press releases (paying particular attention to the use of any “pro forma” or “adjusted” non-GAAP information), as well as financial information and earnings guidance, if any, provided to analysts and rating agencies.
   
    
4. Discuss with management and the independent auditor the Company’s major financial risk exposures, the guidelines and policies by which risk is assessed and managed, and the steps management has taken to monitor and control such exposures.
   
   Independent Auditors
   
    
5. Appoint, retain, compensate, evaluate and terminate any accounting firm engaged by the Company for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Company and, in its sole authority, approve all audit engagement fees and terms as well as all non-audit engagements with the accounting firm.
   
    
6. Oversee the work of any accounting firm engaged by the Company for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Company, including the resolution of any disagreements between management and the independent auditor regarding financial reporting.
   
    
7. Pre-approve, or adopt procedures to pre-approve, all audit, audit related, tax and other services permitted by law or the applicable SEC regulations (including fee and cost ranges) to be performed by the independent auditor, provided that:
   
   (a) Any pre-approved services that will involve fees or costs exceeding pre-approved levels will also require specific pre-approval by the Committee.
   
   (b) Unless otherwise specified by the Committee in pre-approving a service, the pre-approval will be effective for the 12-month period following pre-approval.
   
   (c) The Committee will not approve any non-audit services prohibited by the applicable SEC regulations or any services in connection with a transaction initially recommended by the independent auditor, the purpose of which may be tax avoidance and the tax treatment of which may not be supported by the Internal Revenue Code and related regulations.
   
    
8. Delegate pre-approval authority, to the extent the Committee deems it appropriate, to the Chair of the Committee or any one or more other members of the Committee, provided that any member of the Committee who has exercised such delegation must report any such pre-approval decisions to the Committee at its next scheduled meeting. The Committee shall not delegate the pre-approval of services to be performed by the independent auditor to management.
   
    
9. Require that the independent auditor, in conjunction with the Chief Financial Officer, be responsible for seeking pre-approval for providing services to the Company and that any request for pre-approval must inform the Committee and must provide detail as to each service to be provided.
   
    
10. Require that each accounting firm engaged for the purpose of preparing or issuing an audit report or to perform audit, review or attest services for the Company report directly to the Committee.
    
     
11. Review and evaluate, at least annually, the qualifications, performance and independence of the independent auditor as follows:
    
    (a) Obtain and review at least annually a report by the Company’s independent auditor describing (i) the auditing firm’s internal quality-control procedures; (ii) any material issues raised by the most recent internal quality-control review, or peer review, of the auditing firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried out by the auditing firm, and any steps taken to deal with any such issues; and (iii) all relationships between the independent auditor and the Company.
    
    (b) Receive the written disclosures and the letter from the independent accountants required by Independence Standards Board Standard No. 1 (Independence Standards Board Standard No. 1, Independence Discussions with Audit Committees), as adopted by the Public Company Accounting Oversight Board in Rule 3600T.
    
    (c) Actively engage in a dialogue with the independent auditor regarding any disclosed relationships or services that may affect the objectivity and independence of the auditor.
    
    (d) Take, or recommend that the Board take, appropriate action to oversee the independence of the independent auditor.
    
    (e) Confirm with the independent auditor that the lead (or coordinating) audit partner, the concurring (or reviewing) partner, and each other active audit engagement team partner satisfies the rotation requirements of Rule 2-01(c)(6) of Regulation S-X.
    
    Financial Reporting Process
    
    
12. In consultation with the independent auditor, management and the internal auditor, if any, review the integrity of the Company’s financial reporting processes, both internal and external. In this regard, the Committee should obtain and discuss with management and the independent auditor reports from management and the independent auditor the following:
    
    (a) all critical accounting policies and practices to be used by the Company and the related disclosure of those critical accounting policies under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”;
    
    (b) analyses prepared by management and/or the independent auditor setting forth significant financial reporting issues and judgments made in connection with the preparation of the financial statements, including all alternative treatments of financial information within generally accepted accounting principles that have been discussed with the Company’s management, the ramifications of the use of the alternative disclosures and treatments, and the treatment preferred by the independent auditor;
    
    (c) all alternative treatments of financial statements within generally accepted accounting principles that have been discussed with the Company’s management, the ramifications of the use of alternative disclosures and treatments, and the treatment preferred by the independent auditor;
    
    (d) issues regarding accounting principles and financial statement presentations, including any significant changes in the Company’s selection or application of accounting principles;
    
    (e) issues as to the adequacy of the Company’s internal controls and any specific audit steps adopted in light of material control deficiencies;
    
    (f) issues with respect to the design and effectiveness of the Company’s disclosure controls and procedures, management’s evaluation of those controls and procedures, and any issues relating to those controls and procedures during the most recent reporting period;
    
    (g) the effect of regulatory and accounting initiatives, as well as off-balance sheet structures, on the financial statements of the Company;
    
    (h) any significant matters arising from any audit, including audit problems and difficulties, whether raised by management, the internal auditor, if any, or the independent auditor, relating to the Company’s financial statements; and
    
    (i) any other material written communications between the independent auditor and the Company’s management.
    
     
13. Review periodically the effect of regulatory and accounting initiatives, as well as off-balance sheet arrangements, on the financial statements of the Company.
    
     
14. Review with the independent auditor any audit problems or difficulties encountered and management’s response thereto. In this regard, the Committee will regularly review with the independent auditor (a) any audit problems or other difficulties encountered by the auditor in the course of the audit work, including any restrictions on the scope of the independent auditor’s activities or on access to requested information, and any significant disagreements with management and (b) management’s responses to such matters.
    
     
15. Without excluding other possibilities, the Committee may review with the independent auditor (a) any accounting adjustments that were noted or proposed by the auditor but were “passed” (as immaterial or otherwise), (b) any communications between the audit team and the audit firm’s national office respecting auditing or accounting issues presented by the engagement, and (c) any “management” or “internal control” letter issued, or proposed to be issued, by the independent auditor to the Company.
    
     
16. Obtain from the independent auditor assurance that the audit of the Company’s financial statements was conducted in a manner consistent with Section 10A of the Securities Exchange Act of 1934, which sets forth procedures to be followed in any audit of financial statements required under the Securities Exchange Act of 1934.
    
     
17. Discuss the scope of the annual audit and review the form of the opinion the independent auditor proposes to issue.
    
     
18. Review and discuss with management and the independent auditor the responsibilities, budget and staffing of the Company’s internal audit function, if any.
    
    Legal Compliance/General
    
    
19. Review periodically, with the Company’s counsel, any legal matter that could have a significant effect on the Company’s financial statements.
    
     
20. Provide oversight of the Company’s legal and regulatory compliance and ethics programs, including (a) review of results of auditing or other monitoring programs designed to prevent or detect violations of laws or regulations; (b) review of corporate policies relating to compliance with laws and regulations, ethics, conflict of interest and the investigation of misconduct or fraud; and (c) review of reported cases of employee fraud, conflict of interest, unethical or illegal conduct.
    
     
21. Establish clear hiring policies for employees or former employees of the independent auditor. At a minimum, these policies should provide that any accounting firm may not provide audit services to the Company if the Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, Controller, or any person serving in an equivalent position for the Company was employed by the accounting firm and participated in any capacity in the audit of the Company within one year of the initiation of the current audit.
    
     
22. Establish procedures for (a) the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters; and (b) the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.
    
     
23. Review and reassess the adequacy of this charter annually and recommend any proposed change to the Board for its approval.
    
    Reports
    
    
24. Prepare all reports required to be included in the Company’s proxy statement in accordance with applicable rules and regulations of the SEC, and other applicable regulatory bodies.
    
     
25. Report regularly to the Board with respect to matters that are relevant to the Committee’s discharge of its responsibilities and with respect to such recommendations as the Committee may deem appropriate. In this regard, the Committee should review with the full Board any issues that arise with respect to the quality or integrity of the Company’s financial statements, the Company’s compliance with legal or regulatory requirements, the performance and independence of the Company’s independent auditor and the performance of the internal audit function, if any.
    
     
26. The Committee shall provide such recommendations as the Committee may deem appropriate. The report to the Board of Directors may take the form of an oral report by the Chair or any other member of the Committee designated by the Committee to make such report.
    
     
27. Maintain minutes or other records of meetings and activities of the Committee.

H. LIMITATION OF AUDIT COMMITTEE’S ROLE

With respect to the foregoing responsibilities and processes, the Committee recognizes that the Company’s financial management, including the internal audit staff, if any, as well as the independent auditor, have more time, knowledge and detailed information regarding the Company than do Committee members. Consequently, in discharging its oversight responsibilities, the Committee will not provide or be deemed to provide any expertise or special assurance regarding the Company’s financial statements or any professional certification as to the independent auditor’s work.

Although the Committee has the responsibilities and powers described in this charter, it is not the duty of the Committee to plan or conduct audits or to determine that the Company’s financial statements and disclosures are complete and accurate and are in accordance with generally accepted accounting principles and applicable rules and regulations. These are the responsibilities of management and the independent auditor. It also is not the duty of the Committee to conduct investigations or to assure compliance with laws and regulations and the Company’s internal policies and procedures.

Compensation Committee Charter

A. PURPOSE

The purposes of the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Global Energy Holdings Group, Inc.(the “Company”) shall be as follows:

1. To determine, or recommend to the Board for determination, the compensation for the Chief Executive Officer (the “CEO”) of the Company.
   
    
2. To determine, or recommend to the Board for determination, the compensation for all officers of the Company other than the CEO.
   
    
3. To review and discuss with management the Compensation Discussion and Analysis (“CD&A”) and determine whether to recommend to the Board that the CD&A be included in the proxy statement.
   
    
4. To provide the Compensation Committee Report for inclusion in the Company’s annual proxy statement in accordance with applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) and other regulatory bodies.

B. COMPOSITION

The Committee shall consist of two or more members of the Board, each of whom the Board determines, based on the recommendations of the Governance Committee, to be:

• “independent” in accordance with the NYSE Alternext US (formerly the American Stock Exchange) listing standards;
  
   
• a “non-employee director” as defined in Rule 16b-3 under the Securities Exchange Act of 1934, as amended; and
  
   
• an “outside director” as defined in Section 162(m) of the Internal Revenue Code of 1986, as amended.

To the extent the Committee consists of at least three members, the Board may appoint to the Committee one director who is not independent under the NYSE Alternext US listing standards, subject to the following:

• the director is not a current officer or employee, or an immediate family member of a current officer or employee, of the Company;
  
   
• the Board, under exceptional and limited circumstances, determines that such individual’s membership on the Committee is required by the best interests of the Company and its stockholders;
  
   
• the Company discloses in the proxy statement for the next annual meeting of stockholders subsequent to such determination (or in its Annual Report on Form 10-K if the Company does not file a proxy statement), the nature of the relationship and the reason for that determination; and
  
   
• such person does not serve on the Committee under this exception for more than two years.

C. APPOINTMENT AND REMOVAL

The members of the Committee shall be appointed by the Board. A member shall serve until such member’s successor is duly elected and qualified or until such member’s earlier resignation or removal. The members of the Committee may be removed, with or without cause, by a majority vote of the Board.

D. CHAIR

The Board shall elect the Chair of the Committee. The Chair will chair all regular sessions of the Committee and set the agendas for the Committee meetings.

E. DELEGATION TO SUBCOMMITTEES

In fulfilling its responsibilities, the Committee shall be entitled to delegate any or all of its responsibilities to a subcommittee of the Committee, except as otherwise provided in this charter.

F. MEETINGS

The Committee shall meet at least once annually, or more frequently as circumstances dictate. Meetings of the Committee may be called by the Chair of the Committee or by any two (2) members of the Committee on prior notice of not less than forty-eight (48) hours to each member either (a) personally (including notice by telephone actually conveyed to the member in person and not via voicemail); (b) by U.S. first class mail, provided such notice is sent not later than five (5) business days before the date of the meeting; (c) by email to an email address customarily used by the member for Board communications, along with notice by telephone by a message left via voicemail on the member’s home or mobile telephone number; or (d) by facsimile transmission to a number supplied by the member, along with a message left via voicemail on the member’s home or mobile telephone number. Whenever this charter requires a notice to be given under this charter, a written waiver of the notice signed by the member or members entitled to the notice, whether before or after the time stated in the notice, shall be deemed equivalent to the giving of such notice. Attendance by a member or members at any meeting requiring notice shall constitute a waiver of notice of the meeting, except where the member or members attend the meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any meeting of the Committee need be specified in the notice or waiver of notice of such meeting.

Any one or more of the members of the Committee may participate in a meeting of the Committee by means of conference call or similar communication device by means of which all persons participating in the meeting can hear each other.

A majority of the members of the Committee shall constitute a quorum for the transaction of business. The affirmative vote of a majority of the members of the Committee present at the time of such vote will be required to approve any action of the Committee. Subject to the requirements of any applicable law, regulation or NYSE Alternext US rules, any action required or permitted to be taken at a meeting of the Committee may be taken without a meeting if all members of the Committee sign a written consent that describes the action so taken. Such a written consent shall have the same force and effect as a unanimous vote at a meeting.

All non-management directors who are not members of the Committee may attend meetings of the Committee, but may not vote. In addition, the Committee may invite to its meetings any director, member of management of the Company, and such other persons as it deems appropriate to carry out its responsibilities. The Committee may also exclude from its meetings any persons it deems appropriate.

As part of its review and establishment of the performance criteria and compensation of designated key executives, the Committee should meet separately at least once annually with the CEO and any other corporate officers as it deems appropriate. The Committee should also meet from time to time without such officers present, and in all cases, such officers shall not be present at meetings at which their performance and compensation are being discussed and determined.

G. DUTIES AND RESPONSIBILITIES

The Committee shall carry out the duties and responsibilities set forth below. These functions should serve as a guide with the understanding that the Committee may determine to carry out additional functions and adopt additional policies and procedures as may be appropriate in light of changing business, legislative, regulatory, legal or other conditions. The Committee shall also carry out any other responsibilities and duties delegated to it by the Board from time to time related to the purposes of the Committee outlined in this charter.

In discharging its oversight role, the Committee is empowered to study or investigate any matter of interest or concern that the Committee deems appropriate and shall have the authority, without seeking Board approval, to retain outside counsel or other advisors for this purpose, including the authority to approve the fees payable to such counsel or advisors and any other terms of retention.

Setting Compensation for Officers and Directors

1. Establish and review the overall compensation philosophy of the Company.
   
    
2. Review and approve the Company’s corporate goals and objectives relevant to the compensation for the CEO and other officers, including annual performance objectives.
   
    
3. Evaluate the performance of the CEO and other officers in light of those goals and objectives and, based on such evaluation, approve, or recommend to the full Board the approval of the annual salary, bonus, stock options and other benefits, direct and indirect, of the CEO and other executive officers.
   
    
4. In approving or recommending the long-term incentive component of compensation for the CEO and other executive officers, the Committee should consider the Company’s performance and relative stockholder return, the value of similar incentive awards to CEOs and other executive officers at comparable companies, and the awards given to the CEO and other executive officers in past years. The Committee is not precluded from approving awards (with the ratification of the Board) as may be required to comply with applicable tax laws, such as Rule 162(m).
   
    
5. In connection with executive compensation programs, the Committee should do the following:
   
   (a) Review and recommend to the full Board, or approve, new executive compensation programs;
   
   (b) Review on a periodic basis the operations of the Company’s executive compensation programs to determine whether they are properly coordinated and achieving their intended purposes;
   
   (c) Establish and periodically review policies for the administration of executive compensation programs; and
   
   (d) Take steps to modify any executive compensation program that yields payments and benefits that are not reasonably related to executive and corporate performance.
   
    
6. Establish and periodically review policies in the area of senior management perquisites.
   
    
7. Consider policies and procedures pertaining to expense accounts of senior executives.
   
    
8. Review and recommend to the full Board compensation of directors as well as indemnification and insurance matters for directors and officers.
   
    
9. Review and make recommendations to the full Board, or approve, any contracts or other transactions with current or former executive officers of the Company, including any consulting arrangements, employment contracts, change-in-control agreements, severance agreements, or termination arrangements, and loans to employees made or guaranteed by the Company (except as prohibited by applicable law).
   
   Monitoring Incentive and Equity-Based Compensation Plans
   
    
10. Review and make recommendations to the full Board with respect to, or approve, the Company’s incentive-compensation plans and equity-based plans, and review the activities of the individuals responsible for administering those plans.
    
     
11. Review and make recommendations to the full Board, or approve, all equity compensation plans of the Company that are not otherwise subject to the approval of the Company’s stockholders.
    
     
12. Review and make recommendations to the full Board, or approve, all awards of shares or share options pursuant to the Company’s equity-based plans.
    
     
13. Monitor compliance by executives with the rules and guidelines of the Company’s equity-based plans.
    
     
14. Review and monitor employee pension, profit sharing, and benefit plans.
    
     
15. Have the authority to select, retain and/or replace, as needed, any compensation or other outside consultant to assist in the evaluation of director, CEO or senior executive compensation. If the Committee retains such a compensation consultant, the Committee shall have the authority to approve the consultant’s fees and other retention terms.
    
    Reports
    
     
16. Review and discuss with management the CD&A and determine whether to recommend to the Board that the CD&A be included in the proxy statement.
    
     
17. Provide the Compensation Committee Report for inclusion in the Company’s annual proxy statement in accordance with applicable rules and regulations of the SEC and other regulatory bodies.
    
     
18. Report regularly to the Board with respect to matters that are relevant to the Committee’s discharge of its responsibilities and with respect to such recommendations as the Committee may deem appropriate. The report to the Board may take the form of an oral report by the Chair or any other member of the Committee designated by the Committee to make the report.
    
     
19. Maintain minutes or other records of meetings and activities of the Committee.

GLOBAL ENERGY HOLDINGS GROUP, INC.
Venture Science and Technology Committee Charter

The Venture, Science and Technology Committee (the “Committee”) of Global Energy Holdings Group, Inc. (the “Company”) is a committee of the Board of Directors (the “Board”) of the Company. It is comprised of directors who shall be appointed by the Board after considering the recommendation of the Governance Committee of the Board. Members of the Committee shall serve at the pleasure of the Board.  For the transaction of business at any meeting of the Committee, a majority of its members shall constitute a quorum.

A. PURPOSE

The Committee shall assist the Board in its oversight of the Company’s venture investments, and scientific and research matters. The committee shall periodically examine management’s direction and venture investment strategy with respect to strategic investments related to the Company’s business plan as approved by the Board, as well as scientific research and development and technology initiatives. The Committee will consider and report periodically to the Board on matters relating to the Company’s research and development and technology initiatives, and in advancing and financing the Company’s venture capital opportunities.

B. BUDGET

The Committee will operate under an annual budget. As part of the Company’s annual budget process, the Committee Chair shall propose to the Board a budget for the Committee after consulting with the Company’s Chief Executive Officer and Chief Financial Officer. The Board shall approve the Committee’s annual budget and may amend it from time to time at the request of the Chair of the Committee.

C. MEETINGS

The Committee may meet privately with independent consultants and be free to speak directly and independently with any members of management in discharging its responsibilities. The Committee shall meet at such times as it deems to be necessary or appropriate, but not less than twice each year, and shall report to the Board at the next board meeting following each such committee meeting.

Meetings of the Committee may be called by the Chair of the Committee or by any two (2) members of the Committee on prior notice of not less than forty-eight (48) hours to each member either (a) personally (including notice by telephone actually conveyed to the member in person and not via voicemail); (b) by U.S. first class mail, provided such notice is sent not later than five (5) business days before the date of the meeting; (c) by email to an email address customarily used by the member for Board communications, along with notice by telephone by a message left via voicemail on the member’s home or mobile telephone number; or (d) by facsimile transmission to a number supplied by the member, along with a message left via voicemail on the member’s home or mobile telephone number. Whenever this charter requires a notice to be given under this charter, a written waiver of the notice signed by the member or members entitled to the notice, whether before or after the time stated in the notice, shall be deemed equivalent to the giving of such notice. Attendance by a member or members at any meeting requiring notice shall constitute a waiver of notice of the meeting, except where the member or members attend the meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any meeting of the Committee need be specified in the notice or waiver of notice of such meeting.

Any one or more of the members of the Committee may participate in a meeting of the Committee by means of conference call or similar communication device by means of which all persons participating in the meeting can hear each other.

A majority of the members of the Committee shall constitute a quorum for the transaction of business. The affirmative vote of a majority of the members of the Committee present at the time of such vote will be required to approve any action of the Committee. Subject to the requirements of any applicable law, regulation or stock exchange rules, any action required or permitted to be taken at a meeting of the Committee may be taken without a meeting if all members of the Committee sign a written consent that describes the action so taken. Such a written consent shall have the same force and effect as a unanimous vote at a meeting.

All non-management directors who are not members of the Committee may attend meetings of the Committee, but may not vote. In addition, the Committee may invite to its meetings any director, member of management of the Company, and such other persons as it deems appropriate to carry out its responsibilities. The Committee may also exclude from its meetings any persons it deems appropriate.

D. CONSULTANTS

To fulfill its responsibilities, the Committee may engage external consultants, including consultants providing a broad range of expertise in venture capital, as well as in basic and clinical sciences, technology matters, and legal and intellectual property matters. Compensation for such consultants shall be subject to the Committee’s annual budget, as the same may be amended from time to time as provided above.

E. RESPONSIBILITIES

The Committee shall:

1. Review, evaluate and report to the Board regarding the quality and direction of the Company’s venture investments, and research and development programs.
2. Identify and discuss significant emerging venture capital-related and science and technology issues and trends.
3. Review the Company’s approaches to acquiring and maintaining a range of distinct technology positions, including, but not limited to, contracts, grants, collaborative efforts, alliances and venture capital financings.
4. Evaluate the soundness and risks associated with the technology or investment in which the Company is focusing its research and development efforts.
5. Periodically review the Company’s overall patent and intellectual property protection strategies.

F. ANNUAL EVALUATION

The Committee will conduct an annual evaluation of its effectiveness, to determine if its purpose and responsibilities are clearly aligned with the Company’s venture financing and science and technology goals and objectives as stated by the Board.

G. THE VENTURE, SCIENCE & TECHNOLOGY ADVISORY COMMITTEE

The company’s Venture, Science & Technology Advisory Committee (the “Advisory Committee”) is an advisory committee to the Board that shall work with the Committee to function as a broadly knowledgeable and objective group of financial experts and scientists and non-scientists to assist the Board in its oversight of the company’s venture and science missions. The members of the Advisory Committee, who are not members of the Board, shall be qualified experts appointed by the Board. The Compensation Committee of the Board shall determine the compensation of the Advisory Committee. The Advisory Committee shall meet from time to time with the Committee as the Chair of the Committee shall determine and schedule.


 

Corporate Governance Guidelines

A. BOARD SELECTION AND COMPOSITION

1. The Governance Committee is responsible for reviewing with the Board, on an annual basis, the appropriate core competencies and individual characteristics required of Board members in the context of the then-current makeup of the Board.
   
    
2. Among the core competencies that the Board will seek in director candidates at given times are accounting or finance experience, business, management experience, industry knowledge or proven leadership or strategic planning skills. An assessment of individual characteristics will include the mix of issues of diversity, age, skills, experiences, perspectives, independence, personal character and judgment.
   
    
3. While the Governance Committee is responsible for screening potential Board members, the Board itself is responsible for selecting its own members and recommending them for election by the stockholders. The Committee shall review candidates for election or reelection to the Board and make recommendations with respect thereto for action by the full Board.
   
    
4. The Board believes it should be comprised of a majority of independent directors, as the term is defined from time to time by the rules of the NYSE Alternext US (formerly the American Stock Exchange). In addition, a director will not be deemed independent if he or she is a member of the immediate family of any person who would not qualify as independent under these standards. The Board shall formally review the independence of all non-employee directors at least once a year. At the recommendation of the Governance Committee, the Board has adopted the categorical standards described in Section 121A of the NYSE Alternext US Company Guide (including the related Commentary), to assist it in making determinations of independence.
   
    
5. Interlocking directorships shall not be permitted (an interlocking directorship would occur where a Global Energy Holdings Group officer or director served on the board of Company X and an officer or director of Company X served on Global Energy Holdings Group’s Board).
   
    
6. The Board periodically reviews the size of the Board, and would consider adjusting the size of the Board if necessary to accommodate clearly qualified candidates, to respond to workload needs and to otherwise satisfy the requirements of these Guidelines.
   
    
7. If any director determines in good faith that he or she may have undergone a material and substantial change in that director’s principal occupation, job title or responsibilities, or in his or her business association, then such director shall so advise the Governance Committee, whereupon the Committee shall determine whether in its view such a material change has in fact occurred. Thereafter, if the Committee determines that such a change has occurred, or if the director has retired from his or her principal occupation, then the director shall tender a letter of resignation to the Board. The Board will then instruct the Governance Committee to review whether the new occupation, or retirement, of the director negatively affects the original rationale for selecting that individual, or whether it creates an alternative and equally compelling rationale. The Committee will then recommend to the Board whether to accept or reject the resignation.
   
    
8. The Board encourages its members to own Global Energy Holdings Group stock, in addition to stock options. Transactions in Global Energy Holdings Group’s securities must comply with Global Energy Holdings Group's policies regarding such activities and must be reported as required under applicable securities laws.
   
    
9. The Board does not have a formal policy on whether the roles of Chief Executive Officer and Chairman should be separate. The Board should be free to make this decision in the way that seems best for Global Energy Holdings Group at any given time. If the Chairman is an executive of Global Energy Holdings Group or unable to act as Chairman, unless a majority of the independent directors determine otherwise, the Chair of the Governance Committee shall schedule and chair executive sessions of the independent directors or chair Board meetings where the Chairman is unable to act.
   
    
10. Global Energy Holdings Group’s President and CEO shall not serve on more than one board of a public company in addition to the Global Energy Holdings Group Board, and other directors shall not serve on more than three other boards of public companies in addition to the Global Energy Holdings Group Board.

B. BOARD MEETINGS AND PROCESSES

1. Regular Board meetings are held quarterly and are scheduled as far in advance as is practical. The Chairman drafts the agenda for the meeting, but each Board member is free to suggest items for inclusion on the agenda. The Chairman should ensure that adequate time is provided for full discussion of operating and strategic issues, corporate governance, management presentations and other appropriate or timely items, and also allow substantial time for open discussion.
   
    
2. Agendas and reports are provided to the members prior to meetings and meeting minutes are circulated promptly after meetings. Management should endeavor to provide directors with information in advance of the meeting that will assist the directors in carrying out their corporate governance responsibilities. This will include management reports but may also include articles in business or trade journals, etc.
   
    
3. In addition to regular Board meetings, the Board annually should schedule a special off-site session, to last at least one full day, to review strategic plans and initiatives and receive a detailed informational review of Company operations and of the principal issues that Global Energy Holdings Group expects to face in the future.
   
    
4. Directors are expected to prepare for, attend and participate in all Board meetings and applicable Committee meetings. Directors should ensure that other existing and planned future responsibilities, including membership on other boards of directors, do not materially interfere with the member’s service on Global Energy Holdings Group’s Board.
   
    
5. The Board as an entity, and consistent with its governance responsibilities, has complete access to any employee of Global Energy Holdings Group. The Board encourages management to schedule personnel to make presentations at Board meetings who (a) can provide additional insights into the items being discussed because of personal involvement in these areas, or (b) have future potential that management believes should be given exposure to the Board.
   
    
6. The independent directors should meet at least twice a year in executive session.
   
    
7. Directors should be committed to the goal of ensuring a corporate environment that features strong internal controls, fiscal accountability, high ethical standards and full compliance with all applicable laws and regulations.
   
    
8. Directors are expected to represent the interest of all stockholders, not those of any single individual or group of stockholders or any single interest group.
   
    
9. All directors are expected to attend the Company’s annual meeting of stockholders.
   
    
10. The Governance Committee shall report annually to the Board its assessment of the Board’s performance and the performance of the Chairman when not an executive of the Company. This Board should discuss this report. The report should be made following the end of each fiscal year and in conjunction with the Committee’s report on Board membership generally. The assessment should be of the Board’s contribution as a whole and should specifically identify areas in which the Committee or management feels a better job could be done. The purpose of the report is to increase effectiveness of the entire Board and its Committees, as well as of individual members.
    
     
11. Under the direction of the Chief Executive Officer, the Chief Financial Officer shall be responsible for director orientation and education, including providing an orientation for new directors, periodically providing materials or briefing sessions for all directors on subjects that would assist them in discharging their duties, arranging periodic visits by Board members to the Company’s facilities, and providing directors the opportunity to participate in appropriate third party training programs. Each new director shall, within six months of election to the Board, spend a day at corporate headquarters for personal briefings by senior management on the Company’s strategic plans, its financial statements, and key policies and practices.
    
     
12. Interested parties may communicate directly with the full Board or with specified individual directors by sending communications by e-mail to Rom Papadopoulos, Corporate Secretary, at rpapadopoulos@gnhgroup.com or by regular mail to Rom Papadopoulos, Global Energy Holdings Group, Inc., at the Company's headquarters. The name of any specific intended Board recipient should be noted in the communication. In order that interested parties may contact the Board or individual directors, the Company shall describe communication procedures in each annual meeting proxy statement and on its corporate governance website.

C. BOARD COMMITTEES

1. The four current standing Committees consist of: Audit; Compensation; Governance; and Science and Technology. The Board may consider forming new Committees or disbanding an existing Committee depending upon the circumstances.
2. Each Committee has the following general responsibilities:
   
   (a) Audit Committee: Oversees the accounting and financial reporting processes of the Company and audits of the financial statements of the Company. Provides assistance to the Board in fulfilling its oversight responsibilities with respect to (i) the annual financial information which will be provided to stockholders and the Securities and Exchange Commission, (ii) the system of internal controls over financial reporting that management has established; (iii) the internal and external audit process; and (iv) the use of auditors for non-audit services. Has such further and specific responsibilities as are detailed in its written charter.
   
   (b) Compensation Committee: Evaluates the Chief Executive Officer and other officers of the Company and recommends their total compensation package to the Board. Reviews and recommends to the Board compensation of directors as well as indemnification and insurance matters for directors and officers. Administers the Company’s incentive compensation plans and equity-based plans, including the review and grant of all awards of equity-based compensation. Reviews and monitors employee pension, profit sharing and benefit plans, severance policies and executive employment contracts generally. Has such further and specific responsibilities as are detailed in its written charter.
   
   (c) Governance: Considers and recommends candidates for Board vacancies or to expand the Board. Oversees the evaluation, at least annually, of the Board and management. Reviews and makes recommendations regarding Committee assignments, Committee charters and Committee structure for the Board. Considers the adequacy of the Company’s certificate of incorporation and bylaws. Develops and recommends to the Board a set of corporate governance guidelines applicable to the Company and in compliance with the NYSE Alternext US listing standards. Considers and determines questions of independence and possible conflicts of interest of members of the Board and executive officers. Has such further and specific responsibilities as are detailed in its written charter.
   
   (d) Science and Technology: Reviews and reports to the Board regarding the quality and direction of the Company’s research and development programs. Identifies and discusses significant emerging science and technology issues and trends. Reviews the Company’s approaches to acquiring and maintaining a range of distinct technology positions, including, but not limited to, contracts, grants, collaborative efforts, alliances and venture capital financings. Evaluates the soundness and risks associated with the technology in which the Company is investing its research and development efforts. Periodically reviews the Company’s overall patent and intellectual property protection strategies. Has such further and specific responsibilities as are detailed in its written charter.
   
    
3. Membership is limited to independent directors on each of the Audit, Compensation and Governance Committees. NYSE Alternext US independence rules are observed for all such Committees. Thus, director’s fees and stock option grants for service as a director are the only types of compensation an Audit Committee member may receive from Global Energy Holdings Group. The independence requirements for future Committees will be established at the time the Committee is established. Committee Chairs and Committee membership should be rotated among the Board members to the extent practical.
   
    
4. The Board is responsible for the appointment of Committee Chairs and members. Except in extraordinary circumstances, each Committee Chair should have had previous experience on the applicable Committee.
   
    
5. Each Committee has a senior management contact to coordinate the work of the Committee and to provide follow-up. The current assignments are:
   
   (a) Audit Committee: Chief Financial Officer
   (b) Compensation Committee: Chief Executive Officer
   (c) Governance Committee: Chief Executive Officer
   (d) Science and Technology Committee: Executive Vice President, Communications and Technology Affairs
   
    
6. Committees may use independent service providers (lawyers, accountants and other consultants) on an “as needed” basis as determined by the Committee.
   
    
7. Committee meetings shall be held as determined by the Chair of each Committee, subject to the provisions of each Committee’s charter. Minutes of Committee meetings should be circulated to all Board members, or a report of the action reviewed or taken at each Committee meeting should be made at the next Board meeting. With the consent of the Committee Chair and except as may be provided in a Committee charter or in applicable NYSE Alternext US rules, Board members are free to attend any Committee meeting.

D. CHAIRMAN AND CHIEF EXECUTIVE OFFICER REVIEW AND SUCCESSION

1. The Board on an annual basis, following the report from the Compensation Committee, should formally evaluate the Chairman, when an executive of the Company, and the Chief Executive Officer. The evaluations should be based on objective and subjective criteria, including performance of the business, accomplishment of strategic objectives, development of management, and other matters as determined by the Board. The Chairman, when an executive of the Company, and the Chief Executive Officer should not be present during their respective evaluations.
   
    
2. The Chief Executive Officer reviews succession planning and management development with the Board on an annual basis, and on a continuing basis each of the Chairman and the Chief Executive Officer should make a recommendation to the Board for his successor should he retire or become unexpectedly disabled.

Code of Business Ethics

Conflict of Interest

Confidential Information

Conclusion