4870 South Lewis, Suite 250
Tulsa, OK 74105
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4/24/2018 St. Joseph, Inc.
Corporate Governance Guidelines

The Board of Directors has adopted the following guidelines to promote the effective governance of the Company. These guidelines are intended to serve as a flexible framework within which the Board may conduct its business, and the Board may deviate from these guidelines from time to time. The Board will also review and amend these guidelines as it deems necessary or appropriate.

On behalf of the Company’s shareholders, the Board is responsible for overseeing the management of the business and affairs of the Company. The Board acts as the ultimate decision-making body of the Company, except on those matters reserved to or shared with the shareholders of the Company under the laws of Colorado.

  1. Director Qualifications

    In choosing directors, the Company seeks individuals who have very high integrity, business savvy, shareholder orientation and a genuine interest in the Company. The Company is required to elect a majority of directors who are independent. All references to “independent directors” in these guidelines are to directors who are independent according to the criteria for independence established by Section 303A of the New York Stock Exchange Listed Company Manual. The Board does not have limits on the number of terms a director may serve. The Board does not have any retirement or tenure policies that would limit the ability of a director to be nominated for reelection.

  2. Board Size and Committees

    The Board presently has 7 members. Under the By-Laws of the Company, the Board has the authority to change its size, and the Board will periodically review its size as appropriate. The Board has three committees:

    1. Audit;

    2. Compensation.

    The Audit Compensation Committee consists solely of independent directors. The Board may, from time to time, establish and maintain additional or different committees, as it deems necessary or appropriate.

  3. Director Responsibilities

    The basic responsibility of the directors is to exercise their business judgment to act in what they reasonably believe to be in the best interests of the Company and its shareholders, and to conduct themselves in accordance with their duties of care and loyalty. Directors are expected to attend Board meetings and meetings of the committees on which they serve, and to spend time needed to carry out their responsibilities as directors, including meeting as frequently as necessary to properly discharge those responsibilities.

  4. Board Meetings

    The Chairman of the Board is responsible for establishing the agenda for each Board meeting. Each director is free to suggest items for inclusion on the agenda and to raise at any Board meeting subjects that are not on the agenda for that meeting. At least once a year, the Board reviews the Company’s long-term plans and the principal issues that the Company will face in the future.

  5. Director Compensation

    Only directors who are neither an employee of the Company or a subsidiary nor a spouse of an employee receive compensation for serving on the Board. Director fees are nominal and are limited to immediate compensation. Changes in the form and the amount of director compensation are determined by the full Board, taking into consideration the Company’s policy that the fees should be of no consequence to any director serving the Company. The Board critically reviews any amounts that a director might receive directly or indirectly from the Company, as well as any charitable contributions the Company may make to organizations with which a director is affiliated, in determining whether a director is independent. The Company does not purchase directors and officers liability insurance for its directors or officers.

  6. Orientation and Continuing Education

    All new directors receive an orientation from the Chief Executive Officer and are expected to maintain the necessary level of expertise to perform his or her responsibilities as a director. The Company does not maintain any formal orientation or continuing education programs.

  7. Management Succession

    Assuring that the Company has the appropriate successor to the current Chief Executive Officer in the event of his death or disability is one of the Board’s primary responsibilities. The Company does not anticipate that the Chief Executive Officer will retire other than due to disability. The Chief Executive Officer reports annually to the Board on executive management succession planning and makes available, on a continuing basis, his recommendation on the succession in the event he were disabled. The Board and the committees of non-management directors and independent directors regularly review succession planning and the strengths and weaknesses of certain individuals currently employed by the Company who could succeed the Chief Executive Officer in the event of his death or disability.

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St Joseph Inc.