The Board of Directors and management of Eclipsol Energy consider good governance to be an important factor in the effective operation of the Company. The Board has overall responsibility for the conduct of the business and affairs of the Company and discharges this responsibility both directly and by the delegation of certain authority to committees of the Board and senior management of the Company.

The Board of Directors and its various committees provided oversight and direction in the establishment of the Company’s response to, and compliance with, the various securities requirements involving internal controls, disclosure controls and officer certifications. At Eclipsol, we have always believed the Company should be managed in an ethical manner and as such, we have in place a Code of Business Conduct and Ethics for our executives and employees.