Comprehesive Corporate Governance Plan

Running head: CORPORATE GOVERNANCE PLAN

Riordan Manufacturing

Comprehensive Corporate Governance Plan

Elaine Newton

University of Phoenix

June 27, 2011

Abstract

Riordan Manufacturing Company's commitment to corporate governance is important to sustain our long-term success and to create value for shareholders, now and in the future. Changes in Riordan's direction to expand into the international marketplace dictate the need to revisit its current business corporate governance plan. Therefore, the Company has developed corporate governance policies and procedures to help fulfill its responsibilities to shareholders and stakeholders locally, nationally, and internationally. The Board of Directors endeavors to faithfully fulfill the Company's governance obligations through oversight of quality management personnel who carry out the daily activities on behalf of the Board of Directors of Riordan.

TABLE OF CONTENTS

Table of Contents............................................................................................ 3

Introduction................................................................................................... 4

Principle Duties and Responsibilities of the Board of Directors ..................................... 4

Principle Responsibilities of the CEO and Management................................................ 6

Board Governance Policies................................................................................. 8

Board Composition and Performance............................................................ 8

Board Meetings and Protocol..................................................................... 10

Board Committees......................................................................................... 11

Corporate Governance Committee.............................................................. 12

Audit Committee.................................................................................. 13

Compensation Committee........................................................................ 14

Corporate Social Responsibility Committee................................................... 15

Corporate Governance Plan Implementation........................................................... 17

Judicious Resolution....................................................................................... 17

References...................................................................................................19

Riordan Manufacturing

Comprehensive Corporate Governance Plan

Riordan Manufacturing [the Company] commitment to corporate governance principles found in the Organization for Economic Co-Operation and Development (OECD) (2004), the Business Roundtable (2010) and the Sarbanes-Oxley Act (2004) is foundational to sustain long-term success and creating value for shareholders, now and for the future. Good corporate governance encourages accountability and transparency, and promotes responsible decision-making to support our business over decades. Therefore, the Company has developed corporate governance policies and procedures to help fulfill its responsibilities to shareholders, stakeholders, and society at large. The Board of Directors has the authority and direct responsibility to develop, oversee, and enforce the guidelines outlined in the plan. The Board may refine or change guidelines when necessary or advisable for Riordan Manufacturing in order to achieve governance and Company objectives.

I. Principle Duties and Responsibilities of the Board of Directors. The board of directors has fiduciary responsibilities for the management of the direction of Riordan Manufacturing [the Company]. The Board will adhere to the duties and responsibilities as outlined in the Business Roundtable of 2010 principles of corporate governance.

* Role of the Board: The primary responsibility of the Board is to exercise vigorous and diligent oversight of the affairs of the Company for the benefit of the Company's shareholders.

* Director Duty of Care: A director, in the exercise of his or her position and in similar circumstances, is expected to act as a reasonable person in good faith and in a manner that is in the best interests of the Company.

* Director Duty of Loyalty: A director shall perform responsibilities in the best interests of the Company without conflict of interests.

* Business Judgment: A director is presumed to have acted on an informed basis with due care, in good faith and in the best interests of shareholders. The board is entitled to rely on the advice of reports, and opinions of management, counsel, auditors, and expert advisors.

* Functions of the Board of Directors. The principle functions of the board of directors are:

o Regular evaluation of the board's governance framework and practices to assess whether they continue to be appropriate to include nominating directors and committee members and overseeing effective corporate governance.

o Overseeing corporate plans for the development and succession of senior management.

o Overseeing, reviewing, understanding, and monitoring the implementation of the Company's strategic plans to include reviewing plans for business resiliency, advising management on significant issues facing the corporation and reviewing and approving significant corporate actions

o Reviewing and understanding the company's risk assessment and overseeing the company's risk management processes.

o Reviewing, understanding, and overseeing annual operating plans and budgets.

o Focusing on the integrity and clarity of corporation's