Form 8-K Alberton Acquisition For: Oct 11

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

   

Form 8-K

 

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

October 17, 2019 (October 11, 2019)

Date of Report (Date of earliest event reported)

 

ALBERTON ACQUISITION CORPORATION

(Exact name of registrant as specified in its charter)

 

British Virgin Islands		001-38715		N/A
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

Room 1001, 10/F, Capital Center 151 Gloucester Road Wanchai, Hong Kong		N/A
(Address of principal executive offices)		(Zip Code)

 

Registrant’s telephone number, including area code: +852 2117 1621

 

N/A

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐	Written communications pursuant to Rule 425 under the Securities Act

 

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act

 

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

 

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ 

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Units, each consisting of one ordinary share, one redeemable warrant, and one right		ALACU		The Nasdaq Stock Market LLC
Ordinary shares, no par value		ALAC		The Nasdaq Stock Market LLC
Redeemable warrants, each warrant exercisable for one-half (1/2) of one ordinary share		ALACW		The Nasdaq Stock Market LLC
Rights, each to receive one-tenth (1/10) of one ordinary share		ALACR		The Nasdaq Stock Market LLC

 

 

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On October 11, 2019, in order to satisfy Nasdaq listing standards that the majority of the Board of Directors (the “Board”) of Alberton Acquisition Corporation (the “Company”) be independent, Mr. Keqing (Kevin) Liu tendered his resignation from his position as a director of the Company effective immediately. The Board accepted Mr. Liu’s resignation, effective immediately. Mr. Liu’s decision did not result from a disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

 

On the same day, Ms. Guan Wang tendered her resignation from her position as the Secretary to the Board. The Board accepted Ms. Wang’s resignation and appointed Mr. Keqing (Kevin) Liu as the Secretary of the Board (without any voting power) to fill the vacancy created by the resignation of Ms. Guan Wang, effective immediately.

 

In addition, on October 11, 2019, pursuant to relevant Nasdaq rules, the Board reviewed the independence of Mr. Howard Jiang as a board member and concluded that each of Mr. Jiang, Mr. John W. Allen and Mr. Harry Edelson, respectively, is qualified as an independent director under the relevant Nasdaq rules. Furthermore, the Board also appointed the following board members as chairman of its existing committees as follows: Mr. Harry Edelson, the chairman of the Audit Committee, Mr. John W. Allen, the chairman of the Compensation Committee, and Mr. Howard Jiang, the chairman of the Corporate Governance and Nominating Committee of the Company.

 

Item 7.01. Regulation FD Disclosure.

 

On October 11, 2019, the Board approved the Company’s Audit Committee Charter, Compensation Committee Charter, and Corporate Governance and Nominating Committee Charter.

 

Copies of the Charter for each of the Audit Committee, Compensation Committee, and Corporate Governance and Nominating Committee are files as Exhibits 99.1, 99.2 and 99.3 to this Current Report on Form 8-K.

 

Item 9.01 Financial Statements and Exhibits.

 

(d)

Exhibits

 

Exhibit No		Description
99.1		Audit Committee Charter
99.2		Compensation Committee Charter
99.3		Nominating and Corporate Governance Committee Charter

 

  

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

  

	Dated: October 17, 2019
	ALBERTON ACQUISITION CORPORATION
	By:	/s/ Bin (Ben) Wang
		Name: Bin (Ben) Wang Title:   Chief Executive Officer

 

 

2

Exhibit 99.1

 

ALBERTON ACQUISITION CORPORATION.

CHARTER OF THE AUDIT COMMITTEE

OF THE BOARD OF DIRECTORS

 

1.

STATUS

 

The Audit Committee (the “Committee”) is a committee of the Board of Directors (the “Board”) of Alberton Acquisition Corporation., a British Virgin Islands company (the “Company”).

 

2.

PURPOSE

 

The Committee is appointed by the Board for the primary purposes of:

 

●

Performing the Board’s oversight responsibilities as they relate to the Company’s accounting policies and internal controls, financial reporting practices and legal and regulatory compliance, including, among other things:

 

●

the quality and integrity of the Company’s financial statements;

 

●

the Company’s compliance with legal and regulatory requirements;

 

●

review of the independent auditors’ qualifications and independence; and

 

●

the performance of the Company’s internal audit function and the Company’s independent auditors;

 

●

Maintaining, through regularly scheduled meetings, a line of communication between the Board and the Company’s financial management, internal auditors and independent auditors, and

 

●

Preparing the report to be included in the Company’s annual proxy statement, as required by the rules of the Securities and Exchange Commission (“SEC”).

 

3.	COMPOSITION AND QUALIFICATIONS

 

The Committee shall be appointed by the Board and shall be comprised of three or more directors (as determined from time to time by the Board), each of whom shall meet the independence requirements of the Sarbanes-Oxley Act of 2002 (the “Act”), the SEC, The NASDAQ Capital Market and all other applicable laws.

 

Each member of the Committee shall be financially literate and at least one member of the Committee shall have past employment experience in finance or accounting, requisite professional certification in accounting or any other comparable experience or background which results in the individual’s financial sophistication, including being or having been a chief executive officer, chief financial officer or other senior officer with financial oversight responsibilities, as each such qualification is interpreted by the Board in its business judgment. In addition, at least one member of the Committee shall be an “audit committee financial expert” as such term is defined by the SEC.

 

4.	RESPONSIBILITIES

 

The Committee will:

 

1.           Review and discuss the annual audited financial statements and the Company’s disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” with management and the independent auditors. In connection with such review, the Committee will:

 

●

Discuss with the independent auditors the matters required to be discussed by Statement on Auditing Standards No. 61 (as may be modified or supplemented) and the matters in the written disclosures required by the applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the audit committee concerning independence;

 

 

●

Review significant changes in accounting or auditing policies;

 

●

Review with the independent auditors any problems or difficulties encountered in the course of their audit, including any change in the scope of the planned audit work and any restrictions placed on the scope of such work and management’s response to such problems or difficulties;

 

●

Review with the independent auditors, management and the senior internal auditing executive the adequacy of the Company’s internal controls, and any significant findings and recommendations with respect to such controls;

 

●

Review reports required to be submitted by the independent auditor concerning: (a) all critical accounting policies and practices used; (b) all alternative treatments of financial information within generally accepted accounting principles (“GAAP”) that have been discussed with management, the ramifications of such alternatives, and the accounting treatment preferred by the independent auditors; and (c) any other material written communications with management;

 

●

Review (a) major issues regarding accounting principles and financial statement presentations, including any significant changes in the Company’s selection or application of accounting principles, and major issues as to the adequacy of the Company’s internal controls and any special audit steps adopted in light of material control deficiencies; and (b) analyses prepared by management and/or the independent auditor setting forth significant financial reporting issues and judgments made in connection with the preparation of the financial statements, including analysis of the effects of alternative GAAP methods on the financial statements and the effects of regulatory and accounting initiatives, as well as off-balance sheet structures, on the financial statements of the Company; and

 

●

Discuss policies and procedures concerning earnings press releases and review the type and presentation of information to be included in earnings press releases (paying particular attention to any use of “pro forma” or “adjusted” non-GAAP information), as well as financial information and earnings guidance provided to analysts and rating agencies.

 

2.           Review and discuss the quarterly financial statements and the Company’s disclosures provided in periodic quarterly reports including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” with management, the senior internal auditing executive and the independent auditor, such review to include taking those actions, if applicable, listed in item 1 under this Section 4.

 

3.           Oversee the external audit coverage. The Company’s independent auditors are ultimately accountable to the Committee, which has the direct authority and responsibility to appoint, retain, compensate, terminate, select, evaluate and, where appropriate, replace the independent auditors. In connection with its oversight of the external audit coverage, the Committee will have authority to:

 

●

Appoint and replace (subject to shareholder approval, if deemed advisable by the Board) the independent auditors;

 

●

Approve the engagement letter and the fees to be paid to the independent auditors;

 

●

Pre-approve all audit and non-audit services to be performed by the independent auditors and the related fees for such services other than prohibited nonauditing services as promulgated under rules and regulations of the SEC (subject to the inadvertent de minimis exceptions set forth in the Act and the SEC rules);

 

●

Monitor and obtain confirmation and assurance as to the independent auditors’ independence, including ensuring that they submit on a periodic basis (not less than annually) to the Committee a formal written statement delineating all relationships between the independent auditors and the Company. The Committee is responsible for actively engaging in a dialogue with the independent auditors with respect to any disclosed relationships or services that may impact the objectivity and independence of the independent auditors and for taking appropriate action in response to the independent auditors’ report to satisfy itself of their independence;

 

 

●

At least annually, obtain and review a report by the independent auditors describing: the firm’s internal quality-control procedures; any material issues raised by the most recent internal quality-control review, or peer review, of the firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried out by the firm, and any steps taken to deal with any such issues; and to assess the independent auditors’ independence, all relationships between the independent auditors and the Company;

 

●

Meet with the independent auditors prior to the annual audit to discuss planning and staffing of the audit;

 

●

Review and evaluate the performance of the independent auditors, as the basis for a decision to reappoint or replace the independent auditors;

 

●

Set clear hiring policies for employees or former employees of the independent auditors, including but not limited to, as required by all applicable laws and listing rules; and

 

●

Assure regular rotation of the lead (or coordinating) audit partner by setting clear policies for audit partner rotation and by having primary responsibility for the audit and the audit partner responsible for reviewing the audit, as required by the Act, and consider whether rotation of the independent auditor is required to ensure independence.

 

4.           Oversee internal audit coverage. In connection with its oversight responsibilities, the Committee will:

 

●

Review the appointment or replacement of the senior internal auditing executive;

 

●

Review, in consultation with management, the independent auditors and the senior internal auditing executive, the plan and scope of internal audit activities;

 

●

Review internal audit activities, budget and staffing; and

 

●

Review significant reports to management prepared by the internal auditing department and management’s responses to such reports.

 

5.            Review, with the independent auditors and the senior internal auditing executive, the adequacy of the Company’s internal controls, and any significant findings and recommendations with respect to such controls.

 

6.            Resolve any differences in financial reporting between management and the independent auditors.

 

7.            Establish procedures for (i) the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters and (ii) the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters.

 

8.           Discuss policies and guidelines to govern the process by which risk assessment and risk management is undertaken.

 

9.           Meet periodically and at least four times per year with management to review and assess the Company’s major financial risk exposures and the manner in which such risks are being monitored and controlled.

 

10.         Meet periodically (not less than annually) in separate executive session with each of the chief financial officer, the senior internal auditing executive, and the independent auditors.

 

11.          Review and approve all “related party transactions” requiring disclosure under SEC Regulation S-K, Item 404, in accordance with the policy set forth in Section 6 below.

 

 

12.         Review periodically with the Company’s outside legal counsel (i) legal and regulatory matters which may have a material effect on the financial statements, and (ii) corporate compliance policies or codes of conduct.

 

13.         As it determines necessary to carry out its duties, engage and obtain advice and assistance from outside legal, accounting or other advisers.

 

14.         Report regularly to the Board with respect to Committee activities.

 

15.          Prepare the report of the Committee required by the rules of the SEC to be included in the proxy statement for each annual meeting.

 

16.          Review and reassess annually the adequacy of this Charter and recommend any proposed changes to the Board.

 

17.          Monitor compliance, on a regularly scheduled basis, with the terms of the Company’s initial public offering (the “Offering”) and, if any noncompliance is identified, promptly take all action necessary to rectify such noncompliance or otherwise cause the Company to come into compliance with the terms of the Offering.

 

18.          Inquire and discuss with management the Company’s compliance with applicable laws and regulations.

 

19.          Determine the compensation and oversight of the work of the independent auditor (including resolution of disagreements between management and the independent auditors regarding financial reporting) for the purpose of preparing or issuing an audit report or related work.

 

20.          Review and approve all payments made to the Company’s existing holders, executive officers or directors and their respective affiliates.

 

21.          Evaluate the Committee’s own performance and report that it has done so to the Board.

 

5.	PROCEDURES

 

1.           Action.

 

A majority of the members of the entire Committee shall constitute a quorum. The Committee shall act on the affirmative vote a majority of members present at a meeting at which a quorum is present. Without a meeting, the Committee may act by unanimous written consent of all members. However, the Committee may delegate to one or more of its members the authority to grant pre-approvals of audit and non-audit services, provided the decision is reported to the full Committee at its next scheduled meeting.

 

2.            Fees.

 

The Company shall provide for appropriate funding, as determined by the Committee, for payment of compensation: (a) to outside legal, accounting or other advisors employed by the Committee; and (b) for ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties.

 

3.            Limitations.

 

While the Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Committee to plan or conduct audits or to determine that the Company’s financial statements are complete and accurate and are in accordance with GAAP. This is the responsibility of management and the independent auditors.

 

 

6.	RELATED PARTY TRANSACTIONS POLICY

 

1.            Definitions.

 

A “Related Party Transaction” is any transaction directly or indirectly involving any Related Party that would need to be disclosed under Item 404(a) of Regulation S-K. Under Item 404(a), the Company is required to disclose any transaction occurring since the beginning of the Company’s last fiscal year, or any currently proposed transaction, involving the Company where the amount involved exceeds $120,000, and in which any related person had or will have a direct or indirect material interest. “Related Party Transaction” also includes any material amendment or modification to an existing Related Party Transaction.

 

“Related Party” means any of the following:

 

●

a director (which term when used herein includes any director nominee);

 

●

an executive officer;

 

●

a person known by the Company to be the beneficial owner of more than 5% of the Company’s common stock (a “5% shareholder”); or

 

●

a person known by the Company to be an immediate family member of any of the foregoing.

 

“Immediate family member” means a child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law of such director, executive officer, nominee for director or beneficial owner, and any person (other than a tenant or employee) sharing the household of such director, executive officer, nominee for director or beneficial owner.

 

2.            Identification of Potential Related Party Transactions.

 

Related Party Transactions will be brought to management’s and the Board’s attention in a number of ways. Each of the Company’s directors and executive officers shall inform the Chairman of the Committee of any potential Related Party Transactions. In addition, each such director and executive officer shall complete a questionnaire on an annual basis designed to elicit information about any potential Related Party Transactions.

 

Any potential Related Party Transactions that are brought to the Committee’s attention shall be analyzed by our the Committee, in consultation with outside counsel or members of management, as appropriate, to determine whether the transaction or relationship does, in fact, constitute a Related Party Transaction requiring compliance with this Policy.

 

3.            Review and Approval of Related Party Transactions.

 

At each of its meetings, the Committee shall be provided with the details of each new, existing or proposed Related Party Transaction, including the terms of the transaction, any contractual restrictions that the Company has already committed to, the business purpose of the transaction, and the benefits to the Company and to the relevant Related Party. In determining whether to approve a Related Party Transaction, the Committee shall consider, among other factors, the following factors to the extent relevant to the Related Party Transaction:

 

●

whether the terms of the Related Party Transaction are fair to the Company and on the same basis as would apply if the transaction did not involve a Related Party;

 

●

whether there are business reasons for the Company to enter into the Related Party Transaction;

 

●

whether the Related Party Transaction would impair the independence of an outside director;

 

●

whether the Related Party Transaction would present an improper conflict of interests for any director or executive officer of the Company, taking into account the size of the transaction, the overall financial position of the director, executive officer or Related Party, the direct or indirect nature of the director’s, executive officer’s or Related Party’s interest in the transaction and the ongoing nature of any proposed relationship, and any other factors the Committee deems relevant; and

 

●

any pre-existing contractual obligations.

 

 

Any member of the Committee who has an interest in the transaction under discussion shall abstain from voting on the approval of the Related Party Transaction, but may, if so requested by the Chairman of the Committee, participate in some or all of the Committee’s discussions of the Related Party Transaction. Upon completion of its review of the transaction, the Committee may determine to permit or to prohibit the Related Party Transaction.

 

A Related Party Transaction entered into without pre-approval of the Committee shall not be deemed to violate this Policy, or be invalid or unenforceable, so long as the transaction is brought to the Committee as promptly as reasonably practical after it is entered into or after it becomes reasonably apparent that the transaction is covered by this Policy.

 

A Related Party Transaction entered into prior to the effective date of this Charter shall not be required to be reapproved by the Committee.

 

7.	DISCLOSURE

 

If required by the rules of the SEC or any of any exchange or national listing market system upon which the Company’s securities are listed or quoted for trading, this Charter, as amended from time to time, shall be made available to the public on the Company’s website.

 

 

6

 

Exhibit 99.2

 

ALBERTON ACQUISITION CORPORATION

 

CHARTER OF THE COMPENSATION COMMITTEE
OF THE BOARD OF DIRECTORS

 

The following Compensation Committee Charter (the “Charter”) was adopted by the Board of Directors (the “Board”) of Alberton Acquisition Corporation, a British Virgin Islands company (the “Company”).

 

1. Members. The Board shall appoint the members of the Compensation Committee (the “Committee”). The Committee shall consist of at least two directors of the Board, and must be comprised solely of “independent” directors of the Board who shall also satisfy such other criteria imposed on members of the Committee pursuant to the federal securities laws and the rules and regulations of the Securities and Exchange Commission (“SEC”), the listing standards of any exchange or national listing market system upon which the Company’s securities are listed or quoted for trading (including, without limitation, The NASDAQ Capital Market) (the “Principal Market”), any other applicable laws or regulations, and any additional requirements that the Board deems appropriate. Each appointed member of the Committee may be removed by the Board at any time, with or without cause. Unless the Board elects a Chair of the Committee, the Committee shall elect a Chair by majority vote. Each Committee member shall have one vote.

 

2. Purpose. In addition to such other duties as may be assigned to the Committee by the Board from time to time, the purpose of the Committee is to represent and assist the Board in (a) discharging its responsibilities for approving and evaluating the officer compensation plans, policies and programs of the Company, (b) reviewing and recommending to the Board regarding compensation to be provided to the Company’s employees and directors, and (c) implementing and administering the equity compensation plans of the Company. The Committee shall ensure that the Company’s compensation programs are competitive, designed to attract and retain highly qualified directors, officers and employees, encourage high performance, promote accountability and assure that employee interests are aligned with the interests of the Company’s shareholders.

 

3. Duties and Responsibilities. The Committee shall, among its duties and responsibilities as may be delegated to the Committee by the Board, and in addition to any duties and responsibilities imparted to the Committee by the SEC or any applicable Principal Market or any other applicable laws or regulations:

 

(a) Determine, in executive session at which the Chief Executive Officer of the Company (the “CEO”) is not present, the compensation for the Company’s CEO or President, if such person is acting as the CEO.

 

(b) Review and determine the compensation of the executive officers of the Company other than the CEO based upon the recommendation of the CEO and such other customary factors that the Committee deems necessary or appropriate.

 

(c) Recommend awards and/or bonuses to be granted to executive officers of the Company under the Company’s equity plans and other compensation or benefit plans or policies as approved by the Board or the Committee.

 

(d) Approve the overall amount or percentage of plan and/or bonus awards to be granted to all Company employees and delegate to the Company’s executive management the right and power to specifically grant such awards to each Company employee within the aggregate limits and parameters set by the Committee.

 

(e) Review and evaluate the performance of the CEO and the other executive officers of the Company;

 

(f) Review and approve the design of other benefit plans pertaining to executives and employees of the Company.

 

 

(g) Prepare and approve such reports on compensation as are necessary for filing with the SEC and other government bodies, including in the Company’s annual proxy statement.

 

(h) Review, recommend to the Board, and administer all plans that require “disinterested administration” under Rule 16b-3 under the Securities Exchange Act of 1934, as amended.

 

(i) Approve the amendment or modification of any compensation or benefit plan pertaining to executives or employees of the Company that does not require shareholder approval.

 

(j) Review and recommend to the Board the adoption of or changes to the compensation of the Company’s independent directors.

 

(k) Retain (at the Company’s expense) outside consultants and obtain assistance from members of management as the Committee deems appropriate in the exercise of its authority.

 

(l) Make reports and recommendations to the Board within the scope of its functions and advise the officers of the Company regarding various personnel matters as may be raised with the Committee.

 

(m) Approve all special perquisites, special cash payments and other special compensation and benefit arrangements for the Company’s executive officers and employees.

 

(n) Review the form, terms and provisions of employment and similar agreements with the Company’s executive officers and any amendments thereto.

 

(o) To the extent the same has been adopted, review, at least annually, the compensation philosophy of the Company.

 

The powers and responsibilities delegated by the Board to the Committee in this Charter or otherwise shall be exercised and carried out by the Committee as it deems appropriate without requirement of Board approval, and any decision made by the Committee (including any decision to exercise or refrain from exercising any of the powers delegated to the Committee hereunder) shall be at the Committee’s sole discretion. While acting within the scope of the powers and responsibilities delegated to it, the Committee shall have and may exercise all the powers and authority of the Board. To the fullest extent permitted by law, the Committee shall have the power to determine which matters are within the scope of the powers and responsibilities delegated to it. To the extent that the Company’s securities are not listed or quoted on a Principal Market, the Committee shall determine which of the aforementioned duties and responsibilities it shall undertake or shall be applicable to the Committee.

 

4. Meetings; Reports. The Committee will meet as often as it deems necessary or appropriate, in its judgment, either in person or telephonically, and at such times and places as the Committee members determine. Face to face meetings shall be encouraged at least twice each year. The majority of the members of the Committee constitutes a quorum and shall be empowered to act on behalf of the Committee. Minutes will be kept of each meeting of the Committee. The Chairman of the Committee shall report to the Board following meetings of the Committee and as otherwise requested by the Chairman of the Board. The Committee shall also make reports and recommendations to the Board within the scope of its functions.

 

5. Compensation Consultant. The Committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser. The Committee shall be directly responsible for the appointment, compensation and oversight of the work of any compensation consultant, legal counsel and other adviser retained by the Committee. The Company shall provide for appropriate funding, as determined by the Committee, for payment of reasonable compensation to a compensation consultant, legal counsel or any other adviser retained by the Committee.

 

 

Before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the Committee shall consider the independence of each such adviser by taking into account the following factors and any other factors required by the Principal Market or the SEC and corresponding rules that may be amended from time to time, including any exceptions permitted by such rules:

 

(i) the provision of other services to the Company by the person that employs the compensation consultant, legal counsel or other adviser (the “Advisory Firm”);

 

(ii) the amount of fees received from the Company by the Advisory Firm, as a percentage of the total revenue of the Advisory Firm;

 

(iii) the policies and procedures of the Advisory Firm or other adviser that are designed to prevent conflicts of interest;

 

(iv) any business or personal relationship of the compensation consultant, legal counsel or adviser with a member of the Committee;

 

(v) any stock of the Company owned by the compensation consultant, legal counsel or other adviser; and

 

(vi) any business or personal relationship of the compensation consultant, legal counsel, other adviser or the Advisory Firm.

 

6. Review of Charter. The Committee shall review this Charter at least annually and recommend any changes thereto to the Board.

 

7. Self-Assessment. The Committee will annually evaluate the Committee’s own performance and report that it has done so to the Board.

 

8. Delegation by Committee. The Committee may delegate authority consistent with this Charter to one or more Committee members or subcommittees comprised of one or more Committee members when appropriate. Any such member, members or subcommittee shall be subject to this Charter. The decisions of any such member, members or subcommittees to which authority is delegated under this paragraph shall be presented to the full Committee at its next regularly scheduled meeting.

 

9. Amendment. Any amendment or other modification of this Charter shall be made and approved by the full Board.

 

10. Disclosure of Charter. If required by the rules of the SEC or any Principal Market, this Charter, as amended from time to time, shall be made available to the public on the Company’s website or the Company’s SEC filings.

 

 

3

Exhibit 99.3

 

Alberton Acquisition Corporation

 

Charter of the Nominating and Corporate Governance Committee

 

of the Board of Directors

 

This Charter governs the operations of the Nominating and Corporate Governance Committee (the “Committee”) of the Board of Directors of Alberton Acquisition Corporation, a British Virgin Islands company (the “Company”). The Committee shall review and reassess the adequacy of the Charter annually or at such other times as the Committee deems appropriate and recommend any proposed changes to the Board of Directors of the Company (the “Board”) for approval.

 

Organization

 

The Committee shall consist of at least two (2) members of the Board. Each member shall be free from any relationship that, as determined by the Board, would interfere with the exercise of his or her independent judgment and will meet the required standards for independence required of members of the Company’s audit committee as set forth in applicable rules and regulations of The NASDAQ Capital Market (“Nasdaq”) and the Securities and Exchange Commission to the extent the Company’s securities are then listed on Nasdaq. The Board shall appoint the members of the Committee and the Committee chairperson (the “Chairperson”).

 

Committee members shall serve for such terms as the Board may determine, or until their earlier resignation, death or removal and may be removed by the Board in its discretion.

 

Statement of Policy

 

The purpose of the Committee shall be to:

 

●

Identify, review and evaluate candidates to serve as directors of the Company;

 

●

Evaluate the Board composition and performance, and recommend nominations and re-election of directors, including recommendations of directors to serve on committees of the Board;

 

●

Administer and oversee all aspects of the Company’s corporate governance functions on behalf of the Board; and

 

●

Make recommendations to the Board regarding corporate governance issues and related policies for risk assessment and risk management.

 

Operating Principles and Processes

 

In fulfilling its functions and responsibilities, the Committee shall give due consideration to the following operating principles and processes. The Committee shall:

 

●

Make regular and meaningful contacts throughout the year with the Chairman of the Board, other committee chairpersons, members of senior management and independent professional advisors to the Board and its various committees, since such contacts are important and significant for strengthening the Committee’s knowledge of relevant current and prospective corporate governance issues.

 

●

Keep apprised of legislative and regulatory developments and other important corporate governance issues and trends in corporate governance practices. Develop and participate in, along with management and such external and internal resources as deemed necessary by the Committee, a process for systematic review of such developments, issues, and trends that could potentially impact the Company and, as appropriate, make recommendations for changes in the Company’s corporate governance policy to enhance the effectiveness of the Committee.

 

 

●

Perform such other functions, and have such powers, as may be necessary or appropriate in the efficient and lawful discharge of its responsibilities hereunder.

 

●

Report all material activities of the Committee to the Board from time to time, or whenever so requested by the Board, through the Chairperson.

 

Responsibilities

 

The operation of the Committee will be subject to, as long as the Company is a British Virgin Islands company, the provisions of the amended and restated Articles of Association of the Company and the BVI Business Companies Act 2004 (as amended), or after the Company has domesticated to Cayman Islands, the provisions of the Articles of Association of the Company and the Cayman Companies Law (Revised), as amended, to each as in effect from time to time. The Committee will have the full power and authority to carry out the following primary responsibilities or to delegate such power and authority to one or more subcommittees of the Committee to the extent permitted by applicable law. The Committee shall:

 

●

Establish criteria for membership of the Board, including standards for the independence of directors to serve on the Board and committees of the Board.

 

●

Consider and assess the independence of the directors, including whether a majority of the Board continues to be independent from management in both fact and appearance, and to the extent applicable, within the meaning prescribed by Nasdaq.

 

●

Identify, evaluate, review and nominate qualified candidates to serve on the Board and to each of the Board’s committees. Candidates for director nominees will be reviewed in the context of composition of the Board, the Company’s operating requirements and the long-term interests of the Company’s shareholders. In assessing the qualifications of the candidates, the Committee will consider diversity, age, skills and such other factors as it deems appropriate given the Company’s current needs and those of the Board to maintain a balance of knowledge, experience and capability.

 

●

Evaluate, review and consider the nomination of current directors for re-election to the Board and monitor the size of the Board.

 

●

Consider shareholders recommendations for director nominations and other proposals submitted by shareholders; provided, with respect to those candidates recommended by shareholders, that such recommendation is made in accordance with the Company’s procedures for nomination of directors by shareholders as provided in the Company’s amended and restated Articles of Association. Further, establish any procedures to facilitate shareholder communications with the Board and make any such disclosures required by applicable law in the course of exercising such authority.

 

●

Develop a set of corporate governance principles and policies applicable to the Company, periodically review and assess these principles and policies and their application, and recommend any necessary changes to the Board for approval, including an annual review of the Company’s corporate governance guidelines.

 

●

Review with management and the Board the adequacy of and compliance with the Company’s Code of Ethics (the “Code of Ethics”) and the results of management’s efforts to monitor compliance with the Company’s policies designed to ensure adherence to applicable laws and rules.

 

●

Periodically review the Company’s policy statements to determine their adherence to the Code of Ethics.

 

●

Make recommendations in connection with directors’ and officers’ indemnification and insurance matters.

 

●

Develop and oversee an orientation program for new directors and continuing education program for all directors.

 

●

At least annually, review, discuss and assess the performance of the Board, including Board committees, seeking input from senior management, the full Board and others. The assessment shall include an evaluation of the Board’s contribution as a whole, specific areas in which the Board and/or management believe better contributions could be made, and overall Board composition and makeup.

 

 

●

Establish and oversee procedures for the receipt, retention and treatment of complaints received by the Company (whether initiated by employees of the Company or outside third parties) with respect to legal and regulatory compliance (except for compliance relating to accounting, internal accounting controls, auditing matters and financial disclosure and reporting, all of which shall be the responsibility of the Audit Committee).

 

●

Recommend to the Board to establish such special committees as may be desirable or necessary from time to time in order to address ethical, legal, business or other matters that may arise.

 

●

Oversee and review the processes and procedures used by the Company to provide information to the Board and its committees.

 

●

Review and discuss with management the Company’s major risks relating to the purview of the Committee, the Company’s policies for assessment and management of such risks, and the steps to be taken to control such risks, which may include the areas of clinical development, business development and alliance management, environmental health and safety, intellectual property, manufacturing and quality, procurement, or regulatory, or other risks as the Committee or the Board deems appropriate.

 

●

Investigate any matter brought to the Committee’s attention within the scope of the Committee’s duties.

 

●

Perform such other functions and have such powers as may be necessary or appropriate in the efficient and lawful discharge of the foregoing.

 

Meetings

 

The Committee will hold at least one regular meeting per year and additional meetings as the Committee deems appropriate. At the discretion of the Committee, members of management may attend any meeting of the Committee, except for portions of the meetings where his, her or their presence would be inappropriate, as determined by the Committee.

 

Consultants and Advisors

 

The Committee may retain any independent counsel, experts or advisors that the Committee believes to be desirable and appropriate. The Committee may also use the services of the Company’s regular legal counsel or other advisors to the Company. The Company shall provide for appropriate funding, as determined by the Committee, for payment of compensation to any such persons employed by the Committee and for ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties. The Committee shall have sole authority to retain and terminate any search firm to be used to identify director candidates, including sole authority to approve such search firm’s fees and other retention terms.

 

Minutes and Reports

 

The Committee shall maintain copies of minutes of each meeting of the Committee, and each written consent to action taken without a meeting, reflecting the actions authorized or taken by the Committee. A copy of the minutes of each meeting and all consents shall be placed in the Company’s minute book. Minutes of each meeting will be distributed to each member of the Committee, members of the Board who are not members of the Committee and the Secretary of the Company. The Chairperson will report to the Board from time to time or whenever so requested by the Board.

 

 

3

 

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