Corporate Governance

“Governance is the systems and processes for ensuring proper accountability, integrity and openness in the conduct of an organization’s business through which shareholders assure that their assets are administered to their satisfaction.”

The Board of Directors has adopted a Corporate Governance Plan which clearly defines the role and the relationship between, the Board of Directors and Management. The guidelines address matters such as the constitution and independence of the Board, the functions to be performed by the Board and its committees, and the effectiveness and education of board members. Rifco maintains an independent board.

Board of Directors

Rifco understands that Shareholders are the owners of the Company. They deserve to be treated as such.

Rifco’s philosophy regarding Shareholder Value has 6 parts:

Transparency

Shareholders have the right to clearly understand the financial position of the company, its progress to date, and the strategic plan for the future. To these ends, Rifco will strive for plain language, common sense, and appropriate detail in shareholder communications. Rifco believes there can be no governance without transparency.

Earnings Growth

Shareholders expect long term, sustainable growth. To these ends, Rifco will plan or operate on reasonable business planning timeframes and will not make decisions that sacrifice the long term health of the Company in order to meet short term expectations. Rifco will demonstrate the validity of its business model as operations are scaled up.

Dilution

Shareholders expect that additional shares of the Company be issued only as needed to appropriately finance the growth of the Company. To this end, Rifco will not indiscriminately offer shares below reasonable price levels. It is intended that senior and subordinated debt will be obtained unless an equity offering is in the best interest of current shareholders.

Investment

Shareholders expect their capital to be invested wisely and for Rifco’s management to work hard to create a sound and profitable business for their benefit. To this end, Rifco will expand at a rate where credit quality is preserved, acceptable margins are achieved, and expenses are managed. Rifco is committed to profitability.

Humility

Shareholders expect performance and consistency. To this end, Rifco will implement its business model with knowledge that economic situations change, and business cycles are not static. In short, Rifco operates knowing there will be “ups and downs”.

Share Price

Shareholders expect reasonable share price appreciation in the value of the Company’s stock. To this end, Rifco will continue to seek appropriate opportunities to share our Company’s exciting story with the investment community. However, Rifco is committed to the most important investor relations tool… profitability.