EFTA01366674.pdf

Amendment #4 Page 245 of 868 treklind (ter an Cur mot °private WI oversee and review with management our policies with respect to risk assessment and nsk management and our pp /heart financial Ink exposures arc the actions management has taken to Ins rrontor or control such exposures Our board of directors oversees nsk related to compensation polices Our audit committee will report to the fill board of dream vnth respect to these matters, among others Committees of the board of directors We expect that, mmeclately following this offenng the standing committees of our board of directors will consist of an Audit Carrnotee and a Corporate Governance and ConfictsComrntlee Each of the committees will report to the board of directors as they deem appropriate and as the board may request The expected composition. dotes and responsiblibes of these committees are surrvnanzed below Asa controlled company, we are not requred to establish a compensation or nominating canmttee wider the listing Ries of Ire NASDAQGlobal Select Market. and we do not intend to establish such committees in connection with the corrplebon of this offenng Audit Cornwall.* The Audit Committee will be responsible fix t among other matters (t) appointing. relanrg and evaluating our independent registered pitho accosting firm and approving all services to be performed by 4; (ii) overseeing our independent registered public at:courting frmsqualicabons. independence and performance. (iii) overseeing the financial reporting process and cliscussIng with management and our ndependent registered public accounting firm the interim and annual financial statements trot we file wen the SEC. (iv) renewing and monitoring or accountng ancipies. accounting policies. financial and accounting controlsand compliance with legal and regWory requirements; and (vi) ester:4.'1N procedures for the confidential anonymous submsson of concerns regarding questionable accounting, internal controls a auditcg matters Immedeoly lollowng Ins otenng, our Audit Comm see will cents of Messrs. Dahya (Chan Lerdal and Tesonere We believe that Messrs Mtge, Lerdal and Tesonere Qualify as independent effectors accoarg to tre rules aro regulations of the SEC arc the NASDAQ Global Select Market wth respect to audit committee membership We also believe IN3t Mr Dahya qualifies as out audit committee financial expert' as such term *defined in Item 401(h) of Regulation S-K Our board of directors wil adopt a written charter for the Audit Committee in connection with this afenng, watch will be available on our corporate website upon the completion of this cderir)g The information on our webste s not pan of this prospectus Corporate Govamance And Conflicts Committee Our Corporate Governance and Conflicts Committee will be remorse:4e for. amcrg other matters' (i) overseeing the organization of our board of directors to discharge the boards oldies and responsibilities properly and effmerak. 0) renew the succession plan of or, Chief Executive Officer and other senor management (iii) developing and recommercIng to our board of devotees a set of corporate governance guidelines and principles applicable to us and (iv) renewing and approving proposed conflicted transactions between is and an &famed party Occluding ma approval with respect to the purchase and sale of certan Call Right Praects, certain SLnEdison RCFO Protects and any other material transaction between us and our Sponsor) knmediately Meowing I his ofenng, our Corporate Governance ad C.orilicts Commtlee will consist of Messrs Lerdal (Char) and Dahya We believe Mews Lerdal and Darya qualify as neependent directors according to die rules and regulators of the SEC and the NASDAQ Global Select Market Our board of directors will adopt a written charter for the Corporate Governance and Conflicts Committee in connection with this offerng warn will be ',arab* on our corporate website upon the completion of ths offering The nformaton on ow websse is riot part or this prospectus 237 http://cfdocs.btogo.com:27638/cf/drv7/pub/edgar/2015/07/20/0001193125-15-256461/d78... 7/20/2015 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0058202 CONFIDENTIAL SDNY_GM_00204386 EFTA01366674