Zeus Holdings, Inc.

Compliance with Corporate Governance

Pursuant to the requirement of the Securities and Exchange Commission (SEC), the Company's Corporate Secretary/Compliance Officer has submitted the required yearly certification to the SEC on the extent of compliance by the Company with it Manual of Corporate Governance. For purposes of evaluating compliance with the Manual, the Corporation has adopted the Corporate Governance Scorecard for Publicly-Listed Companies prescribed by the SEC.

The Company has substantially complied with its Manual of Corporate Governance with the election of an independent director to the Company's Board for the past six (6) years (in November 2007, two independent directors were elected to the Board); the creation of the Audit, Compensation, and Nomination and Election Committees and the election of the members of each committee; the regular conduct of meetings of the Board, attendance in meetings of the directors and committee members; and adherence to applicable accounting standards and disclosure requirements. In addition, as of 3 March 2008, all of the Company's directors have attended and completed at least one course or seminar on corporate governance conducted by a duly recognized and accredited institutional training provider.

The Company adheres to a business and budget plan. The Management prepares and submits to the Board, on a regular basis, financial and operational reports which enable the Board and Management to assess the effectiveness and efficiency of the Company.

Except for the following, there has been no major deviation from the Company's Manual of Corporate Governance:

Provisions of the Manual Explanation
Compensation and Remuneration Committee; Duties and Responsibilities -
  • Establishment of procedure for developing policy on executive remuneration, and provide oversight over remuneration of senior management and other key personnel.
  • Designation of remuneration sufficient to attract and retain directors and officers
Due to limited operations, the Company has no compensation scheme for its directors and officers.
Audit Committee; Duties and Responsibilities -
  • Development of a transparent financial management system through a step-by-step procedures and policies handbook that will be used by the entire organization.
The handbook has not been finalized mainly due to the Company's limited operations and manpower, and the change in the shareholders of the Company.

Policies and procedures for the identification of potential conflicts of interests involving the Company's directors and officers are currently being developed. A Full Business Interest Disclosure Form has been adopted and has been complied with by the directors and key officers of the Company.

Integrated Annual Corporate Governance Report

Annual Corporate Governance Report

Amended Annual Corporate Governance Report

Manual on Corporate Governance

Consolidated Changes in the Annual Corporate Governance Report

Updates on the Annual Corporate Governance Report

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