Corporate Governance Statement

Last updated: February 7, 2026

Introduction

Circuit Labs Inc is committed to maintaining the highest standards of corporate governance. This statement outlines our governance framework, board oversight principles, ethical commitments, and compliance practices that guide our operations as a Delaware corporation.

Effective corporate governance is fundamental to building trust with our stakeholders, including investors, customers, employees, and the communities we serve.

Board Oversight & Leadership

Board Responsibilities

Our board of directors provides strategic oversight and guidance to management. Key responsibilities include:

Setting strategic direction and monitoring performance against objectives
Overseeing risk management and internal controls
Ensuring compliance with legal and regulatory requirements
Reviewing and approving major corporate actions and transactions
Monitoring financial reporting and audit processes
Overseeing executive compensation and succession planning

Independence & Accountability

We are committed to maintaining appropriate board independence and accountability mechanisms to ensure effective oversight and decision-making in the best interests of all stakeholders.

Ethics & Integrity

Circuit Labs Inc operates with the highest ethical standards. Our commitment to integrity includes:

Adherence to our Code of Conduct by all employees, officers, and directors
Zero tolerance for bribery, corruption, and unethical business practices
Transparent financial reporting and disclosure practices
Protection of confidential information and intellectual property
Respect for human rights and labor standards throughout our operations

Risk Management

We maintain a comprehensive risk management framework to identify, assess, and mitigate risks across our operations:

Operational risks: Technology infrastructure, service delivery, and business continuity
Financial risks: Capital management, liquidity, and financial reporting
Compliance risks: Regulatory requirements, data protection, and industry standards
Strategic risks: Market conditions, competitive landscape, and innovation
Reputational risks: Brand protection, stakeholder relations, and public perception

Compliance Framework

Our compliance program ensures adherence to applicable laws, regulations, and industry standards:

Regular compliance training for all personnel
Monitoring and auditing of compliance activities
Incident response and remediation procedures
Third-party due diligence and vendor management
Continuous improvement of policies and procedures

Stakeholder Engagement

We are committed to transparent and constructive engagement with all stakeholders:

Investors: Regular communication on financial performance, strategy, and governance
Customers: Responsive support, transparent service terms, and data protection
Employees: Fair treatment, professional development, and safe working environment
Regulators: Proactive compliance and cooperation with regulatory authorities
Communities: Responsible corporate citizenship and positive social impact

Continuous Improvement

We regularly review and update our governance practices to reflect evolving best practices, regulatory requirements, and stakeholder expectations. Our commitment to good governance is ongoing and integral to our long-term success.

ESG & Ethics Statement

Our environmental, social, and governance commitments

Code of Conduct

Standards of behavior and professional conduct

Anti-Bribery Statement

Our zero-tolerance anti-corruption policy

Data Security Notice

Technical and organizational security measures