Company Governance

Compensation Committee Charter
The purpose of the Compensation Committee of RGS Energy’s (formerly Real Goods Solar, Inc.) Board of Directors (the “Committee”) is to, among other things, (i) review and approve the compensation of RGS Energy’s executive officers and the grant of stock options and other stock based compensation to RGS Energy’s executive officers and employees and (ii) produce the report on executive compensation for inclusion in RGS Energy’s annual proxy statement or annual report in accordance with applicable rules and regulations.

Compensation Committee Charter
 

Audit Committee Charter
The Audit Committee is appointed by the Board to assist the Board in monitoring (1) the integrity of the financial statements of the Company, (2) the independent auditor’s qualifications and independence, (3) the performance of the Company’s independent auditors, (4) the compliance by the Company with legal and regulatory requirements, and (5) the Company’s internal controls. The Audit Committee shall prepare the report required by the rules of the Securities and Exchange Commission (SEC) to be included in the Company’s annual proxy statement.

Audit Committee Charter
 

Nominating and Corporate Governance Committee Charter
The purpose of the Nominating and Corporate Governance Committee is to carry out the responsibilities delegated by the Company’s Board of Directors relating to the Company’s director nominations process and procedures, developing and maintaining the Company’s corporate governance policies, and any related matters required by the federal securities laws.

Nominating and Corporate Governance Committee Charter
 

Code of Ethics
The following Code of Ethics has been adopted by, and is applicable to, all of RGS Energy’s employees, officers and directors. Any waivers of the Code of Ethics must be approved, in advance, by our full Board of Directors. Any amendments or waivers from this Code of Ethics that apply to our executive officers and directors will be posted on our corporate website.

Code of Ethics