Exhibit 99.2
EVERTON CAPITAL CORPORATION
DISCLOSURE COMMITTEE
CHARTER
Disclosure Policy
All financial disclosures made by the Corporation to its security holders or the investment community should (i) be accurate, complete and timely, (ii) fairly present, in all material respects, the Corporation's financial condition, results of operations and cash flows, and (iii) meet any other legal, regulatory or stock exchange requirements.
Committee Purpose
The Corporation's Disclosure Committee (the "Committee") shall assist the Corporation's officers and directors (collectively, the "Senior Officers") fulfilling the Corporation's and their responsibilities regarding (i) the identification and disclosure of material information about the Corporation and (ii) the accuracy, completeness and timeliness of the Corporation's financial reports.
Responsibilities
Subject to the supervision and oversight of Senior Officers, the Committee shall be responsible for the following tasks:
Review and, as necessary, help revise the Corporation's controls and other procedures ("DisclosureControls and Procedures") to ensure that (i) information required by the Corporation to bedisclosed to the Securities and Exchange Commission (the "SEC"), and other written informationthat the Corporation will disclose to the public is recorded, processed, summarized and reportedaccurately and on a timely basis, and (ii) such information is accumulated and communicated tomanagement, including the Senior Officers, as appropriate to allow timely decisions regardingrequired disclosure.
Assist in documenting, and monitoring the integrity and evaluating the effectiveness of, theDisclosure Controls and Procedures.
Review the Corporation's (i) Annual Report on Form 10-KSB, Quarterly Reports on Form 10-QSB, and Current Reports on Form 8-K, proxy statement, material registration statements, and anyother information filed with the SEC (collectively, the "Reports"), (ii) press releases containingfinancial information, earnings guidance, forward-looking statements, information about materialtransactions, or other information material to the Corporation's security holders, (iii)correspondence broadly disseminated to shareholders, and (iv) other relevant communications orpresentations (collectively, the "Disclosure Statements").
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Discuss information relative to the Committee's responsibilities and proceedings, including (i) thepreparation of the Disclosure Statements and (ii) the evaluation of the effectiveness of theDisclosure Controls and Procedures.
Other Responsibilities
The Committee shall have such other responsibilities, consistent with the Committee's purpose, as any Senior Officer may assign to it from time to time.
Disclosure Control Considerations
The Committee shall base the review and revision of the Disclosure Controls and Procedures on the following factors:
Control Environment:The directives of the Board and Audit Committee; the integrity and ethicalvalues of the Corporation's officers and employees, including the "tone at the top"; the Corporation'sCode of Conduct; and the philosophy and operating style of management, including how employeesare organized and how authority is delegated.
Risk Assessment:The identification and analysis of relevant risks to achieving the goal of accurateand timely disclosure, forming a basis for determining how the risks should be managed.
Control Activities:The procedures to ensure that necessary actions are taken to address and handlerisks to achievement of objectives.
Information and Communication:The accumulation, delivery and communication of financialinformation throughout (i.e., up, down and across) the organization.
Monitoring:The assessment of the quality of the financial reporting systems over time throughongoing monitoring and separate evaluations, including through regular management supervisionand reporting of deficiencies upstream.
Organization
The members of the Committee will be comprised of the Corporations officers and directors.
The Committee may designate two or more individuals, at least one of whom shall be knowledgeable about financial reporting and another about law, who can, acting together, review Disclosure Statements when time does not permit full Committee review.
The Senior Officers at their option may, at any time and from time to time, assume any or all of the responsibilities of the Disclosure Committee identified in this Charter, including, for example, approving Disclosure Statements when time does not permit the full Committee (or the designated individuals) to meet or act.
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Chair
The Chief Financial Officer of the Corporation shall act as the Chair of the Committee (unless and until another member of the Committee shall be so appointed by any Senior Officer).
Meetings and Procedures
The Committee shall meet or act as frequently and as formally or informally as circumstances dictate to (i) ensure the accuracy, completeness and timeliness of the Disclosure Statements and (ii) evaluate the Disclosure Controls and Procedures and determine whether any changes to the Disclosure Controls and Procedures are necessary or advisable in connection with the preparation of the Reports or other Disclosure Statements, taking into account developments since the most recent evaluation, including material changes in the Corporation's organization and business lines and any material change in economic or industry conditions.
The Committee shall adopt, whether formally or informally, such procedures as it deems necessary to facilitate the fulfillment of its responsibilities.
Full Access
The Committee shall have full access to all of Corporation's books, records, assets, facilities and personnel, including the internal auditors, in connection with fulfilling its responsibilities.
Charter Review
The Committee shall review and assess this Charter annually, and recommend any proposed changes to the Senior Officers for approval.
Interpretation
Any questions of interpretation regarding this Charter, or the Committee's responsibilities or procedures, shall be determined initially by the Chair and, to the extent necessary, ultimately by the Senior Officers.
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