CORPORATE GOVERNANCE

Amerityre is committed to conducting business in conformance with the highest ethical standards and in compliance with all relevant legal and regulatory requirements. A strong corporate governance program is the foundation to accomplishing these objectives. Our corporate governance guidelines that serve as a framework for our Board of Directors consist of the following documents. You may click on any link to view the associated charter document.

• Charters for each of our board committees, including Audit, Compensation and Nominating Committees;
• Code of Ethics for Officers, Directors and Employees; and
• Statement of Policy Regarding Accounting Complaints and Concerns.

Audit Committee (, 21kb)

The Audit Committee assists our Board of Directors in monitoring the integrity of our financial statements, the independent auditor’s qualifications and independence, performance of our independent auditors and our compliance with legal and regulatory requirements. The Audit Committee’s responsibilities also include appointing, reviewing, determining funding for and overseeing our independent auditors and their services. Further, the Audit Committee, to the extent it deems necessary or appropriate among other responsibilities, shall:

• review and discuss with appropriate members of our management and the independent auditors our audited financial statements, related accounting and auditing principles, practices and disclosures;
• review and discuss our audited annual and unaudited quarterly financial statements prior to the filing of such statements;
• establish procedures for the receipt, retention and treatment of complaints we receive regarding accounting, internal accounting controls or auditing matters, and the confidential, anonymous submission by employees of concerns regarding our financial statements or accounting policies;
• review reports from the independent auditors on all critical accounting policies and practices to be used for our financial statements and review the results of those audits; and
• monitor the adequacy of our operating and internal controls as reported by management and the independent or internal auditors.

Wayne Arnett is the chairman of our Audit Committee and the other member is John Goldberg.

Compensation Committee (, 27kb)

The Compensation Committee’s responsibilities include:

• reviewing and approving corporate and individual goals and objectives relevant to the compensation of our Chief Executive Officer and other executive officers;
• evaluating the performance of our Chief Executive Officer and other executive officers in light of such corporate and individual goals and objectives and, based on that evaluation, together with the other independent directors if directed by the board of directors, determining base salary and bonus of the Chief Executive Officer and other executive officers;
• administering any management incentive plan, stock option plan or other similar plan we may adopt and approving all grants made pursuant to such plan; and
• making recommendations to our Board of Directors regarding director compensation and any equity-based compensation plans.

John Goldberg is the chairman of our Compensation Committee and the other member is Gary Tucker.

Nominating Committee (, 11kb)

Our Nominating Committee is responsible for assisting our Board of Directors in identifying individuals qualified to become directors, for recommendation to our Board of directors and identifying and recommending for appointment to our Board of Directors, directors qualified to fill vacancies on any of our committees. Gary Tucker is the chairman of our Nominating Committee, and the other member is John Goldberg. We believe that each of these members qualifies as an independent director under SEC listing standards.

Code of Ethics for Officers, Directors and Employees (, 14kb)

Our Code of Ethics outlines the standards adopted for the highest ethical behavior expected of all officers, directors and employees. Each of the above persons provides us with a signed acknowledgement and statement regarding the Code.

Statement of Policy Regarding Accounting Complaints and Concerns (, 13kb)

Our policy for reporting accounting complaints and concerns includes provisions for anonymous reporting. If you wish to report a suspected violation of this Code anonymously, you may send an email as follows:

Accounting reports - accountingcomplaint@amerityre.com or other code violations - codecomplaint@amerityre.com

All accounting reports received at this email address are referred directly to the Audit Committee. All other reports are referred to the chief compliance officer. You do not have to reveal your identity in order to make a report. If you do reveal your identity, it will not be disclosed to the Audit Committee or the Company unless disclosure is unavoidable during an investigation.

Whistle Policy (, 155kb)