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 | | Banro Corporation's Board of Directors and management are committed to the highest standards of corporate governance and monitor changing rules, regulations and best practices on a continuing basis. The Company's business and operating principles are stated in the Business Conduct Policy, which is applicable to all directors, officers and employees. The Policy establishes a common set of expectations and standards for the Company and its people with respect to ethical business practices, international business, personal conduct, health, safety & environment, and disclosure of information. For further information, please download the Business Conduct Policy (PDF). The Board currently has two committees - Audit and Compensation. The mandate of the Audit Committee is consistent with best practices. For further information, please download the Audit Committee (PDF). The Board has enacted a whistler-blower policy to protect employees who report violations of law, regulations or corporate policy and to ensure that their concerns are acted upon as appropriate. For further information, please download the Whistle-Blower Policy (PDF) . U.S. Corporate Governance Matters The Corporation's Common Shares are listed on the American Stock Exchange, Inc. (the "AMEX"). The AMEX Company Guide permits the AMEX to consider the laws, customs and practices of foreign issuers in relaxing certain AMEX listing criteria, and to grant exemptions from AMEX listing criteria based on these considerations. A description of the significant ways in which the Corporation's governance practices differ from those followed by U.S. domestic companies pursuant to AMEX standards is as follows: Shareholder Meeting Quorum Requirement: The AMEX minimum quorum requirement for a shareholder meeting is 33 1/3% of the outstanding shares of common voting stock. In addition, a company listed on the AMEX is required to state its quorum requirement in its by-laws. The Corporation's quorum requirement is set forth in its by-law, which provides that a quorum for the transaction of business at any meeting of shareholders shall be two persons entitled to vote thereat present in person or represented by proxy. Proxy Delivery Requirement: The AMEX requires the solicitation of proxies and delivery of proxy statements for all shareholder meetings, and requires that these proxies be solicited pursuant to a proxy statement that conforms to the proxy rules of the U.S. Securities and Exchange Commission. The Corporation is a foreign private issuer as defined in Rule 3b-4 under the U.S. Securities Exchange Act of 1934, as amended, (the "Exchange Act") and the equity securities of the Corporation are accordingly exempt from the proxy rules set forth in sections 14(a), 14(b), 14(c) and 14(f) of the Exchange Act. The Corporation solicits proxies in accordance with applicable rules and regulations of Canada. Independence of Directors: The AMEX requires that the majority of a company's directors be independent. Under Canadian securities law, subject to certain exceptions, at least three directors of the Corporation must be independent.
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