Corporate Governance - The company has adopted a Code of Ethics applicable to its directors, officers, and employees, which governs all aspects of its business[329]. - The company has implemented an insider trading policy to promote compliance with insider trading laws and regulations[330]. - The board of directors will consider director candidates recommended by shareholders for nomination at the next annual general meeting[326]. - The company does not have a standing nominating committee but intends to form one as required by law or Nasdaq rules[325]. - The company has not established specific minimum qualifications for directors but considers various factors such as integrity and professional reputation[327]. - The company’s officers and directors may have conflicts of interest due to their involvement in other business ventures[338]. - The company has a duty to act in good faith and in the best interests of the company as a whole, as per Cayman Islands law[331]. Compensation and Performance - The compensation committee is responsible for reviewing and approving the CEO's compensation and evaluating performance against corporate goals[323]. Business Combinations - The company is not required to obtain an independent opinion for business combinations with affiliated entities, but will do so to ensure fairness[341]. Shareholder Interests - The company’s initial shareholders hold founder shares and Private Placement Warrants, with specific agreements regarding redemption rights[344].
M3-Brigade Acquisition V Corp.(MBAV) - 2024 Q4 - Annual Report