PERSONAL DATA PROTECTION AND PROCESSING GENERAL LIGHTNING NOTICE

As Berra Group Of Companies, we are extremely sensitive to the security of your personal data. Data Protection Regulation (GDPR) & Personal Data Protection Act; We inform you of all personal data processed by Berra Associates Of Chesterton Cam Limited including our employees, our suppliers, our partners, our business partners, our business partners, our students, third parties as part of our policy responsibilities under this policy.a) Data OfficerIn accordance with Data Protection Regulation (GDPR) on Protection of Personal Data, your personal data; Berra Associates Of Chesterton Cam Limited(Company) by the title of the company can be processed as described below.b) Collection, Processing and Processing Purposes of Personal DataYour personal data may vary depending on the services and business activities provided by our group companies; either automatically or non-automated, by means of our companies' units and offices, group companies, websites, social media circles, mobile applications and the like. Your personal data may be processed as long as you benefit from the products and services provided by our group companies.In addition, your personal data may be processed when you use our call centers or internet site to use our group companies services, when you visit our companies or our web page, or when you participate in training, seminars or organizations organized by our companies.Your collected personal data will be processed by our business units to benefit you from the products and services offered by our group companies and the products and services offered by our group companies will be customized to your liking, usage habits and needs and recommended to you. the legal and commercial security of individuals (administrative operations directed by our companies, ensuring the physical security and control of the locations of our companies, group companies customer evaluation / complaint management processes, reputation research processes, efficiency management, legal compliance process, ), For the purpose of establishing and implementing the commercial and business strategies of our companies and the execution of our companies' human resources policies shall be processed in accordance with the personal data processing requirements and purposes set forth in Articles 5  of the GDPR Law.c) Transferring Processed Personal DataYour collected personal data; Group Companies are required to work with you to make use of the products and services offered by our companies and our business units will make the necessary efforts to provide you with the products and services offered by our group companies to be customized according to your taste, usage habits and needs. (administrative operations directed by our companies, ensuring the physical security and control of the locations of the companies, evaluation processes of partner / client / supplier (authority or employees), reputation research processes, legal compliance process, audit, financial affairs etc.) the determination and implementation of the commercial and business strategies of our companies and the implementation of the human resources policies of our company, may be transferred to group companies, company authorities, shareholders, legally authorized public authorities and private persons within the framework of the personal data processing requirements and purposes set out in Articles 8 and 9 of the Corporate Tax Law.d) Method of collecting personal data and legal reasonYour personal data may be shared by our companies in different channels or in publicon the basis of databases and on different legal grounds; with the product we offerprovide services, develop and conduct our business activities.Your personal data collected during this process; through our employees and representatives,it is convened for legal reasons to carry out our activities. In addition, your personal data is collected to ensure complete security in your company's workplaces / work areas. Your personal data collected pursuant to this law will be subject to the personal data processing conditions specified in Articles 5 of Law (b) and (c) of this Lighting Statement within the scope of RI and its purposes.e) The Rights of the Personal Data Holder in Article 11 of GDPR: As personal data owners, your requests for your rights are requested by Berra. We will conclude your request as soon as possible and within thirty days at the latest, free of charge, according to the nature of the claim. However, if the transaction also requires a cost, the fee will be charged by our company as specified in the Personal Data Protection Board. In this context, personal data owners; - Knowing whether personal data has been processed or not, - Requesting information about personal data if it has been processed, - Knowing the purpose of processing personal data and whether they are used appropriately for their purposes, - Knowing third parties to whom personal data are transferred in the country or abroad, - requesting that these actions be corrected to third parties to whom personal data are transferred and - requesting that such processing be done in accordance with the provisions of GDPR and other relevant laws, and requesting that personal data be deleted or destroyed in the event that the reasons for its processing are not fulfilled, - requesting that the process be notified to the third party to which the personal data is transmitted, - requesting that the processed data be analyzed exclusively through automated systems, - You have the right to request the removal of the damage in the event of a corruption due to the processing of the personal data in contravention of the law due to the processing of the personal data in violation of the law. - Your request for proof of identity of your requests for personal data within the scope of Law No. 6698 and the applicants' You may forward your request applications for your rights listed above to the Berra Investment Consulting Incorporation at the address of www.berra.co.uk by using the Data Entry Application Form, available at www.berra.co.uk   Our company will conclude your request free of charge within thirty (30) days as soon as possible, according to the nature of the claim. However, if the transaction also requires a cost, you will be charged at the rate specified by the Personal Data Protection Board.Our Respects

RESPONSIBILITY

 It is the responsibility of all individuals and governments to support economic, environmental, cultural and social development for a sustainable world together with their employees and their families in order to improve the quality of life of their society. 

• Ensuring the sharing of common universal values by societies for the continuity of life and improvement of social life.
• It is to contribute to the education of society individuals who have good living conditions who can look to the future with hope.
• Responsibilities of individuals to the world they share to the society they live in,
• Taking personal efforts into consideration and performing them in group work,
• In this way, it enables them to develop and realize themselves.
  

REPORT MISCONDUCT

Legal note:

The data entered into this form is transmitted encrypted to BERRA via the internet. Nevertheless, in order to maintain discretion, please do not include any confidential data such as account numbers. Via this form BERRA does not accept any instructions for business transactions such as the, payment orders, trading orders, revocations of orders or authorizations, changes of address, etc. Please contact the appropriate office or your client advisor for such transactions.

By providing your telephone number and/or e-mail address above you expressly approve Berra contacting you via telephone and/or via unsecured e-mail.

* Please send us an e-mail with your attachment of you inquiry. 

Please note: 

The use of e-mail can involve substantial risks such as lack of confidentiality, potential manipulation of contents or sender's address, wrong recipient, viruses etc. Berra assumes no responsibility for any loss or damage resulting from the use of e-mails. Berra recommends in particular that you do not send any sensitive information, that you do not include details of the previous message in any reply, and that you enter e-mail addresses manually every time you write an e-mail.

Terms of use

Disclaimer

These Terms of Use apply to www.berra.co.uk as well as any other affiliated sites, digital services, or applications on which a link to these Terms of Use appears (collectively, the "Berra Website") and apply to all visitors. These Terms of Use and any other terms that appear on the page from which you were directed to these Terms of Use govern your use of the Berra Website. By accessing the Berra Website, you agree to be legally bound by the Terms of Use then in effect. Please also refer to the relevant additional legal information applicable to your country.

These Terms of Use as well as the information and materials contained in the Berra Website are subject to change at any time and from time to time, without notice. Berra may add features to or remove features from the Berra Website at any time and from time to time in our sole discretion. Continued access to the Berra Website following any modification in these Terms of Use will constitute your acceptance of the Terms of Use as modified.

If you do not agree to be bound by these Terms of Use, do not use the Berra Website.

Access Subject to Local Restrictions

The Berra Website and all information and functionalities contained within them are not directed at or intended for use by any person resident or located in any jurisdiction where (1) the distribution of such information or functionality is contrary to the laws of such jurisdiction; or (2) such distribution is prohibited without obtaining the necessary licenses or authorizations by the relevant branch, subsidiary or affiliate office of  Berra and such licenses or authorizations have not been obtained.

Services and Products

Products and services displayed on the Berra Website may not be eligible for sale or available to residents of certain countries or certain categories of investors. Please consult the applicable terms and conditions such as sales restrictions or key specific notes for further information.

Any materials, information or reports published, distributed or otherwise made available on the Berra Website is published for information purposes and is subject to change at any time without notice. They have no regard to the specific investment objectives, financial situation or particular needs of any specific recipient and should not be construed as a solicitation, offer or recommendation, to buy or sell any securities, investment or other financial instruments, to effect any transactions or to conclude any legal act of any kind whatsoever. Unless specifically stated otherwise, all price information is indicative only. No representation or warranty, either express or implied, is provided in relation to the accuracy, completeness or reliability of the materials, nor are they a complete statement of the securities, markets or developments referred to herein. The materials should not be regarded by recipients as a substitute for the exercise of their own judgment. Any opinions are subject to change without notice and may differ or be contrary to opinions expressed by other business areas or groups of Berra as a result of using different assumptions and criteria. Berra is not under any obligation to update or keep current the information contained herein nor to remove any outdated information from the Berra Website or to expressly mark it as being outdated.

No Offer

All information and materials published, distributed or otherwise made available on the Berra Website are provided for informational purposes, for your non-commercial, personal use only. No information or materials published on the Berra Website constitutes a solicitation, an offer, or a recommendation to buy or sell any investment instruments, to effect any transactions, or to conclude any legal act of any kind whatsoever.

Berra does not provide investment, legal or tax advice through the Berra Website and nothing herein should be construed as being financial, legal, tax or other advice. Berra does not represent that any securities or services discussed are suitable for any investor. No investment or other decisions should be made solely based on the contents or information found on the Berra Website.

When making a decision about your investments, you should seek the advice of a professional financial advisor or qualified expert.

Performance

The future performance of an investment cannot be deduced from previous market value, i.e. the value of an investment may fall as well as rise. An investment may also lose value due to changes in rates of foreign exchange. Berra cannot guarantee that any capital invested will maintain or increase in values.

Forward Looking Statements

The Berra Website may contain statements that constitute "forward looking statements". While these forward looking statements may represent Berra’s judgment and future expectations, a number of risks, uncertainties and other important factors could cause actual developments and results to differ materially from Berra’s expectations. Berra is under no obligation to (and expressly disclaims any such obligation to) update or alter its forward looking statements whether as a result of new information, future events, or otherwise.

No Warranty

Your use of the Berra Website is at your own risk. The Berra Website, together with all content, information and materials contained therein, is provided "as is" and "as available" ", without any representations or warranties of any kind. Any materials, information or content accessed, downloaded or otherwise obtained through the use of the Berra Website is done at your own risk and Berra is not responsible for any damage to your computer systems or loss of data that results from the download of such material. Berra and its affiliates expressly disclaimer all representations or warranties of any kind, whether express or implied, with respect to the Berra Website, and all materials, information, content and functionalities contained herein, including but not limited to warranties of title, non-infringement, merchantability or fitness for a particular purpose. Without limiting the foregoing, Berra does not warrant the accuracy, timeliness, completeness, security, reliability or availability of the Berra Website or the information or results obtained from use of the Berra Website, or that the Berra Website will be available at all times, or is virus-free or error-free.

No Liability

To the fullest extent permitted by law, in no event shall Berra or our affiliates, or any of our directors, employees, contractors, service providers or agents have any liability whatsoever to any person for any direct or indirect loss, liability, cost, claim, expense or damage of any kind, whether in contract or in tort, including negligence, or otherwise, arising out of or related to the use of all or part of the Berra Website, or any links to third party websites.

You are solely responsible for acquiring and maintaining such electronic devices and equipment that can handle and will allow you to access and use the Berra Website and for taking adequate and appropriate data security measures in accordance with good industry practice to protect yourself against fraud or cyber-attacks on a continuous basis (e.g. by using the most recent browser versions, and installing recommended security patches and up-to-date anti-virus programs and firewalls). Berra specifically disclaims all liability for any tampering with any user's computer system by unauthorized parties, or for losses or liabilities suffered by any user arising from viruses or attacks by hackers.

In no event will Berra or our affiliates, or any of our officers, directors, employees, contractors, service providers or agents be liable for any incidental, special, punitive or consequential damages howsoever caused arising out of the use of the Berra Website, its content, or the inability to use the Berra Website.

This disclaimer of liability applies to any and all damages or injury, including those caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft, destruction, or unauthorized access, whether for breach of contract, tortious behavior, negligence or under any other cause of action.

Links

The Berra Website may contain third party content or links to third party websites. These content and links are provided solely for your convenience and information. Berra has no control over, does not assume any responsibility for and does not make any warranties or representations as to, any third party content or websites, including but not limited to, the accuracy, subject matter, quality or timeliness. Berra shall have no liability for third party content or websites or websites linking to or framing the Berra Website.

Social Bookmarks

The Berra Website may contain social bookmarks which are identifiable by means of their respective buttons. Social bookmarks allow users of certain social media platforms to post links to selected Berra web pages on their social media accounts in order to bookmark them or share them with their social media contacts. If you use social bookmarks, you will be sending personal identifying data to the respective social media platform. Any comments or activity made by or carried out by persons using social bookmarks is not controlled, endorsed or monitored by Berra and Berra shall not be responsible or liable for such. Persons who share Berra communications via social bookmarks are not authorized to speak for or represent Berra and their views and opinions must be regarded as strictly their own and not Berra's. In addition, the provisions in these Terms of Use relating to Links also apply to social bookmarks.

Intellectual Property Rights

Berra, or the applicable third party owner, retains all right, title and interest (including copyrights, trademarks, patents, as well as any other intellectual property or other right) in all information and content (including all text, data, graphics and logos) on the Berra Website. Individual pages and/or sections of the Berra Website may be printed for personal or internal use only, and provided that such print outs retain all applicable copyright or other proprietary notices. All users must not, without limitation, modify, copy, transmit, distribute, display, perform, reproduce, publish, license, frame, create derivative works from, transfer or otherwise use in any other way, whether in whole or in part, any information, text, graphics, images, video clips, directories, databases, listings or software obtained from the Berra Website for commercial or public purposes, without the prior written permission of Berra. Systematic retrieval of content from the Berra Website to create or compile, directly or indirectly, a collection, compilation, database or directory (whether through robots, spiders, automatic devices or manual processes) or creating links to the Berra Website without the prior written permission from Berra is strictly prohibited.

The key symbol and Berra are among the registered and unregistered trademarks of Berra. Other marks may be trademarks of their respective owners. Except as noted above, you may not use any trademarks of Berra for any purpose without the prior written permission of Berra.

Electronic Communication (E-Mail)

The Internet is an universally accessible medium. Ordinary e-mail messages sent over the Internet are neither confidential nor secure. They may be easily accessible by third parties and may entail a considerable amount of danger and risk including: (a) lack of confidentiality (e-mails and their attachments can be read and/or monitored without detection); (b) manipulation or falsification of the sender's address or of the e-mail's (or attachment's) content (e.g. changing the sender's address(es) or details); (c) system outages and other transmission errors, which can cause e-mails and. their attachments to be delayed, mutilated, misrouted and deleted; (d) viruses, worms, Trojan horses etc. may be spread undetected by third parties and may cause considerable damage; and (e) interception by third parties.

You are therefore recommended to communicate with Berra by using a secure channel if such channel is provided by Berra. In no event should you use ordinary E-mail to transmit personal or confidential information such as any account related data.

Unless explicitly stated otherwise, Berra does not accept any orders or instructions sent by E-mail or any other electronic messaging system.

Berra shall not be liable to you or anybody else for any damages incurred in connection with any messages sent to Berra using ordinary E-mail or any other electronic messaging system.

Please see our email addresses for more information about our e-mail practices and policy.

Privacy Statement

Berra has established a Privacy Statement, as modified from time to time, which explains how personal data is collected on the Berra Website and used. The Privacy Statement is part of these Terms of Use and is incorporated herein by reference.

Severability Clause

To the extent that any provision of these Terms of Use is found by any competent court or authority to be invalid, unlawful or unenforceable in any jurisdiction, that provision shall be deemed to be severed from these Terms of Use but such finding shall not affect the validity, lawfulness or enforceability of the remainder of these Terms of Use in that jurisdiction, nor shall it affect the validity, lawfulness or enforceability of these Terms of Use in any other jurisdiction.

Conflict with Additional Terms

Certain web pages or areas on the Berra Website may contain additional terms, conditions, disclosures and disclaimers (collectively, the “Additional Terms”). In the event of a conflict between these Terms of Use and the Additional Terms, the Additional Terms will govern for those web pages or areas.

Last updated in May 2017.

FEEDBACK AND COMPLAINTS

 Your satisfaction is important to us.

Despite our commitment, we may not always be able to fulfill your expectations as a (potential) client. Please get in touch so we can address your concerns and find a solution. Making a complaint is free of charge.

There are three ways you can submit a complaint:

• Directly to your client advisor or their supervisor – orally or in writing
• With a complaint form
• With a letter of complaint to management
• Complaint form

If you choose to submit a complaint to management, please include the following:

• Contact details
• Position (e.g. commercial name, account holder, client representative, lawyer)
• Relevant account number
• Description of the complaint
• Copies of relevant documents

Send your complaint to: berra@berra.co.uk

TRADEMARK

Trademark of Berra. 

220,613cm -  70,25cm for office area 

CORE VALUES

Vision and mission are essentials for a company. Our mission is our goals and our vision is the point of view we use to reach to these goals. At the same time our point of view is our beginning.In the economic system we are in, we are not focused on earnings. We aimed to build a system in which everyone could be happy. We aimed to build a system that will be more promising about the future with our trading and investment solutions.

Vision

As Berra, we focused on to become an investment and commercial group with; 

a continued growth trend over industry average

zero major damage

most envied service levels worldwide

unit costs equating with low cost financial solutions

sales and distribution costs below industry averages

a personnel constantly developing their qualifications with the awareness of the close relationship between the benefits for the company and the added value that they contribute

an entrepreneurship that creates business opportunities for fellow members in the Berra and takes advantage of the business potential provided by them

a staff well adapted to modern governance principles by observing the best interests of not only shareholders but also stakeholders

Mission

To become the preferred leading investor and provider with a global network of coverage thanks to its strict compliance with economic safety, reliability, product line, service quality and competitiveness, whilst maintaining its identity.

Core Values

Honesty and Fair Dealing

Customer Satisfaction

Demonstrating Respect to Individuals

Innovation

Team Work

Leadership

Productivity

Confidentiality

“Open Door” Policy

SUPPLIERS

Building strong relationships is the cornerstone of our success. As Berra, we place particular value in our supplier partnerships. Thanks to the help of a diverse range of suppliers and advisors, we are able to serve our clients, shareholders, communities and employees more efficiently. Our suppliers' products and services affect the quality of our own products and services. As such, we seek to work with those suppliers who provide the best combination of price, quality and capability to meet our needs.

GENERAL SUPPLIERS INFORMATION

We are committed to holding ourselves and our supplier community to the highest standards of business conduct and integrity. We have a zero tolerance policy for breaches of ethics and expect our suppliers to adhere to the strict guidelines of our Supplier Code of Conduct (which incorporates the Berra Supplier Anti-Corruption Policy).

Suppliers to Berra who have access to sensitive Berra data must generally meet our Minimum Control Requirements before they are able to work with us. Typically, once Berra decides to engage a supplier for goods and services, our Supplier Oversight Services team will perform a risk assessment of the Supplier. The risk assessment helps Berra analyze a supplier’s controls in connection with security, availability, vulnerabilities and system access (among other items).

Transaction Platform The Ariba Network, which enables Berra and suppliers to transact electronically for purchase order issuance and invoice submission, is our preferred method of transacting with suppliers. Suppliers can obtain additional information including how to establish an Ariba Network ID (ANID) at https://www.ariba.com/ariba-network. Once the ANID is established and the supplier is invited to begin an engagement, the Berra Supplier Enablement team will train the supplier on how to invoice Berra using Ariba.

4.12 Code of business conduct and ethicsBerra has a comprehensive code of business conduct and ethics (the "Code of Conduct") that addresses compliance with law; reporting of violations of the code or of laws or regulations; employment and diversity; confidentiality of information; protection and proper use of the Firm's assets; conflicts of interest; and personal securities and other financial transactions. Each director is expected to be familiar with and to follow the Code of Conduct to the extent applicable to them.5. Other matters

5.1 Transactions with immediate family membersAll financial services and extensions of credit provided by the Firm to a director's spouse, minor children and any other relative of the director who shares the director's home or who is financially dependent on the director, or any such person's principal business affiliations (through ownership or as an executive officer), and all transactions between the Firm and any such person's principal business affiliations for property, services or other contractual arrangements, must in each case be made in the ordinary course of business and on substantially the same terms as those prevailing for comparable transactions with nonaffiliated persons.

5.2 Confidential votingIt is the policy of the Board that proxies, ballots and voting tabulations that identify shareholders and how they have voted will be kept confidential, except as may be required in accordance with appropriate legal process or as requested by a shareholder with respect to such shareholder's own voting, and that no inspector of election shall be an employee of the Firm.

5.3 Repricing of stock optionsIt is the policy of the Board not to reprice stock options issued by the Firm by reducing the option's exercise price. The Board favors equitable adjustment of an option's exercise price in connection with a reclassification of the Firm's stock; a change in the Firm's capitalization; a stock split; a restructuring, merger, or combination of the Firm, or other similar events in connection with which it is customary to adjust the exercise price of an option and/or the number and kind of shares subject thereto.

5.4 Bonus recoupment policyIn the event of a material restatement of the Firm's financial results, the Board believes it would be appropriate to review the circumstances that caused the restatement and consider issues of accountability for those who bore responsibility for the events, including whether anyone responsible engaged in misconduct. As part of that review, consideration would also be given to any appropriate action regarding compensation that may have been awarded to such persons. In particular, it would be appropriate to consider whether any compensation was awarded on the basis of having achieved specified performance targets, whether an officer engaged in misconduct that contributed to the restatement and whether such compensation would have been reduced had the financial results been properly reported. Misconduct includes violation of the Firm's Code of Conduct or policies or any act or failure to act that could reasonably be expected to cause financial or reputational harm to the Firm.Depending on the outcome of that review, appropriate action could include actions such as termination, reducing compensation in the year the restatement was made, seeking repayment of any bonus received for the period restated or any gains realized as a result of exercising an option awarded for the period restated, or canceling any unvested equity compensation awarded for the period restated. Consideration may also be given to whether or not any one or more of such actions should be extended to employees who did not engage in misconduct that contributed to the restatement.In addition to the bonus recoupment policy, incentive awards are subject to clawback and other provisions described in the Firm's most recent proxy statement.

5.5 Poison pillsIt is the policy of the Board with respect to shareholder rights plans of the Firm, commonly known as poison pills, not to adopt a poison pill for the Firm without submitting it to a shareholder vote, but we reserve the right to do so if in our fiduciary responsibility we deem it appropriate to do so. If in exercising our fiduciary obligations we adopt a poison pill without going to shareholders on a prior basis, we will submit the poison pill to a non-binding shareholder vote at the earliest next special or annual meeting of shareholders. It is also our policy that if we adopt any material amendment to the foregoing policy, we will submit any such amended policy to a non-binding shareholder vote at the earliest next special or annual meeting of shareholders

5.6 Proposed transactionsIt is the policy of the Board that the Chief Executive Officer will inform the Lead Independent Director about discussions the Chief Executive Officer may have with another party or that party's authorized designee regarding a proposed transaction with that party where (i) such discussions involve a clear expression of interest in addressing the terms of the proposed transaction, and (ii) such transaction, if consummated, would require approval by the shareholders of Berra.The Lead Independent Director and the Chief Executive Officer will review with the Board, or a committee thereof, the process for communicating with the Board, or a committee thereof, about the proposed transaction as contemplated and described above, including the method and frequency of the communications.Further, to the extent such a proposed transaction proceeds to the shareholder approval process, the Board will, consistent with its legal and regulatory obligations, review any proxy statement issued in connection with a proposed transaction requiring shareholder approval and additionally, will appoint a committee to assist it in this process (the "Designated Committee"). The Designated Committee may be an existing committee of the Board or an ad hoc committee, provided that any such committee shall be composed entirely of independent directors.The Designated Committee will review, with the assistance of the Firm's senior management and financial and legal advisors, the "background of the merger" section of the proxy statement and will have the authority to make recommendations to the full Board.In furtherance of the procedures established above, the Board and/or the Designated Committee may, at their discretion, seek advice and assistance from advisors and consultants, as they deem necessary. The Board and/or the Designated Committee will be provided the resources for such purposes.

4.1 Non-executive chairmanThe Board currently does not have a non-executive Chairman but retains the flexibility to adopt such a structure if it believes it to be in the best interests of shareholders. The Board shall annually, and in connection with succession planning and the selection of a new Chief Executive Officer, determine whether the role of Chairman shall be a non-executive position or combined with that of the Chief Executive Officer, based on the particular composition of the Board, the person then serving, or selected to serve, as Chief Executive Officer and the facts and circumstances at the time. Such determination shall be made by the non-management directors, with discussion guided by the Lead Independent Director.

4.2 Lead independent directorWhen the positions of Chairman and Chief Executive Officer are combined, the independent directors shall annually appoint an independent director to serve as Lead Independent Director for a one-year term. The Lead Independent Director will preside at any meeting of the Board at which the Chairman is not present, including at executive sessions for independent directors, at meetings or portions of meetings on topics where the Chairman or the Board raises a possible conflict, and when requested by the Chairman. The Lead Independent Director may call meetings of the independent directors or of the Board, at such time and place as he or she determines.The Lead Independent Director will approve Board meeting agendas and schedules for each Board meeting, and may add agenda items in his or her discretion. The Lead Independent Director will have the opportunity to review, approve and/or revise Board meeting materials for distribution to and consideration by the Board; will facilitate communication between the Chairman & Chief Executive Officer and the independent directors, as appropriate; will be available for consultation and communication with major shareholders where appropriate, upon reasonable request; and will perform such other functions as the Board may direct.Agendas, schedules, and information distributed for meetings of Board committees are the responsibility of the respective Committee Chairs. All directors may request agenda items, additional information, and/or modifications to schedules as they deem appropriate, both for the Board and the committees on which they serve, and they are encouraged to do so.

4.3 Executive sessions for independent directorsThe independent directors will meet in executive session as part of each regularly scheduled Board meeting, chaired by the Lead Independent Director. These sessions will provide the opportunity for discussion of such other topics as the independent directors may find appropriate, with discussion to be facilitated by the Chair of the committee most relevant to the topic. Following each such session, the Lead Independent Director will meet with the Chairman & Chief Executive Officer for discussion of matters arising from the executive session.Any exceptions to the foregoing shall be approved by the Lead Independent Director, provided there shall be not fewer than six such executive sessions annually.

4.4 Committee and Board agendasCommittee agendas are prepared based on expressions of interest by committee members and recommendations of management. Committee chairs give substantive input to and approve final agendas prior to committee meetings. The Chairman of the Board prepares Board agendas based on discussions with all directors and issues that arise. As stated above, the Lead Independent Director approves Board agendas and may add agenda items at his or her discretion.

4.5 Board and committee materials and presentationsInformation regarding items requiring Board and/or committee approval should be distributed sufficiently in advance to permit adequate preparation, subject to circumstances which prevent or limit the extent of advance distribution. Press and analyst reports shall be provided monthly in order to ensure the Board is kept informed of developments between meetings.

4.6 Regular attendance of non-directors at Board meetingsNon-directors, including members of management, may be present at Board meetings at the invitation of the Chairman.

4.7 Board access to managementBoard members have complete access to management. A director will not discuss with management investment research involving a company with which the director is affiliated.

4.8 Board interaction with institutional investors and pressBerra management is the contact with outside parties. From time to time, directors may be asked by the Chairman & Chief Executive Officer, the Lead Independent Director or management to speak with others, as appropriate.

4.9 Confidentiality of informationIn order to facilitate open discussion, the Board believes maintaining confidentiality of information and deliberations is an imperative.

4.10 Board access to outside resourcesThe main responsibility for providing assistance to the Board rests on the internal organization. The Board and Board committees can, if they wish to do so, seek legal or other expert advice from a source independent of management and shall be provided the resources for such purposes. Generally this would be with the knowledge of the Chief Executive Officer, but this is not a condition to retaining such advisors.

4.11 Director orientation and continuing educationAt such time as a director joins the Board, the Board and the Chief Executive Officer will provide appropriate orientation for the director, including arrangement of meetings with management. The Board considers it desirable that directors participate in continuing education opportunities and considers such participation an appropriate expense to be reimbursed by the Firm.