CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGE / ATTORNEY WORK PRODUCT
DUE DILIGENCE REQUEST LIST
CORPORATE / GENERAL
March 21, 2022
Matter: Calloway-Briggs Renewables Inc. — Proposed Initial Public Offering
C&H Matter No.: 1015-00001
Prepared by:
Brendan Walsh Calderwood & Harkness LLP 599 Lexington Avenue New York, NY 10022
Addressed to:
Sandra Haverford General Counsel & Corporate Secretary Calloway-Briggs Renewables Inc. 4200 Ridgeline Parkway, Suite 1100 Austin, TX 78746
Copies to:
Jennifer Kwon — Partner, Capital Markets, Calderwood & Harkness LLP Natasha Forbes — Associate, Capital Markets, Calderwood & Harkness LLP Marcus Yoon — Chief Financial Officer, Calloway-Briggs Renewables Inc. Priya Anand — SVP, Finance & Treasurer, Calloway-Briggs Renewables Inc.
INTRODUCTORY NOTE AND INSTRUCTIONS
In connection with the proposed initial public offering of shares of common stock of Calloway-Briggs Renewables Inc. ("CBR" or the "Company") on the New York Stock Exchange (proposed ticker symbol: CBRI), Calderwood & Harkness LLP ("C&H"), as issuer's counsel, has prepared the following due diligence request list. The documents and information described herein are requested for the purposes of (a) conducting legal due diligence in connection with the proposed offering, (b) preparing the Company's registration statement on Form S-1 under the Securities Act of 1933, as amended (the "Securities Act"), and (c) rendering any legal opinions required in connection with the offering.
Scope. This request list covers corporate and general matters only. Separate request lists have been or will be issued to address the following subject areas:
(i) Regulatory / Environmental / Permitting;
(ii) Tax;
(iii) intellectual Property;
(iv) Employment & Benefits;
(v) Insurance;
(vi) Real Property / Leases;
(vii) Material Contracts;
(viii) Litigation; and
(ix) Debt and Financing.
To the extent a particular document or category of information is relevant to more than one request list, it is sufficient to produce such document or information once, provided that the producing party identifies the applicable request item numbers in the data room index or cover memorandum accompanying the production.
Format of Production. Documents may be provided in electronic form via the secure virtual data room established for this transaction. Where originals are not available, true and correct copies are acceptable. Please provide complete, fully executed copies of all documents requested, including all schedules, exhibits, annexes, side letters, amendments, supplements, waivers, and modifications thereto. Documents should be organized by request item number to the extent practicable, and file names should be descriptive of the contents.
Timeframe. We request initial responses to this request list by April 1, 2022 (approximately ten business days from the date hereof), with supplemental responses to be provided on a rolling basis thereafter as additional documents and information become available. Items marked with an asterisk (\) are considered priority items, and we respectfully request production of such items by March 28, 2022* to facilitate the preparation of the initial draft of the Form S-1.
Point of Contact. Please direct any questions regarding this request list, including questions of interpretation or requests for clarification, to Brendan Walsh (bwalsh@calderwoodharkness.com; (212) 558-4100) or Natasha Forbes (nforbes@calderwoodharkness.com; (212) 558-4237) at Calderwood & Harkness LLP.
Reservation of Rights. This request list is not intended to be exhaustive. Calderwood & Harkness reserves the right to submit supplemental or follow-up requests as the due diligence process progresses, as additional information is identified, and as the drafting of the registration statement and related documents proceeds. The production of documents and information in response to this request list does not waive, and should not be construed as waiving, any right of the Company or its counsel to withhold production of documents or information that are subject to attorney-client privilege, work-product protection, or any other applicable privilege or immunity.
Confidentiality. All documents and information provided in response to this request list are subject to the confidentiality provisions set forth in the engagement letter between the Company and Calderwood & Harkness LLP dated March 10, 2022. Persons receiving documents or information should handle such materials in accordance with the terms of such engagement letter and any applicable confidentiality agreements.
I. ORGANIZATIONAL DOCUMENTS
1. Certificate of Incorporation of CBR (as originally filed with the Secretary of State of the State of Delaware), including all certificates of amendment, certificates of correction, certificates of designation, and any amended and restated certificates of incorporation. CBR was incorporated in the State of Delaware in 2014, and we request the complete charter history from the date of original incorporation to the present.
2. Current bylaws of CBR, as in effect on the date hereof, together with all prior versions thereof and all amendments thereto.
3. Certificate of formation, certificate of organization, articles of organization, or equivalent formation document (as applicable) for each material subsidiary of CBR, including without limitation each of the following entities:
(a) CBR Holdings LLC (a Delaware limited liability company);
(b) Calloway-Briggs Operating Company LLC (a Texas limited liability company);
(c) Solaris West Solar LLC (a Texas limited liability company);
(d) Red Mesa Wind Energy LLC (an Oklahoma limited liability company);
(e) Painted Rock Solar LLC (an Arizona limited liability company);
(f) Pronghorn Wind LLC (a Texas limited liability company);
(g) Brazos Energy Storage LLC (a Texas limited liability company);
(h) Mesquite Wind Holdings LLC (a Texas limited liability company);
(i) Cimarron Solar Development LLC (a New Mexico limited liability company); and
(j) CBR Development Co. LLC (a Texas limited liability company).
Please include all amendments, restatements, certificates of correction, and certificates of merger (if any) for each entity listed above.
4. Operating agreements, limited liability company agreements, or equivalent governing documents for each LLC subsidiary listed in Item 3, including all amendments, restatements, joinders, and supplements thereto.
5. Any joint venture agreements, partnership agreements, limited partnership agreements, or similar arrangements to which CBR or any subsidiary is a party or by which CBR or any subsidiary is bound, together with all amendments and supplements thereto.
6. Registered agent information for CBR and each material subsidiary in their respective jurisdictions of formation and in each jurisdiction in which they are qualified to do business as a foreign entity. We note that CBR's registered agent in the State of Delaware is Capitol Statutory Services, Inc., located at 1209 Orange Street, Wilmington, DE 19801 — please confirm this information is current as of the date hereof.
7. Certificates of good standing (or certificates of existence, certificates of status, or equivalent documents, as applicable) for CBR and each material subsidiary, issued by the Secretary of State (or equivalent authority) of each such entity's jurisdiction of formation and of each state in which such entity is qualified to do business as a foreign entity. Based on our preliminary understanding, the relevant jurisdictions include Texas, New Mexico, Arizona, California, Oklahoma, and Delaware. Please obtain current certificates dated no earlier than thirty (30) days prior to the date of production.
8. A list of all jurisdictions in which CBR and each material subsidiary are qualified to do business as a foreign entity (or have registered to transact business), together with the date of qualification or registration in each such jurisdiction. Please also identify any jurisdictions in which CBR or any subsidiary conducts business but has not yet qualified as a foreign entity.
9. Any documents reflecting name changes, mergers, conversions, domestications, reorganizations, recapitalizations, or other structural changes involving CBR or any subsidiary since CBR's founding in 2014, including certificates of merger, plans of conversion, articles of conversion, and resolutions of the board of directors or members (as applicable) authorizing such actions.
II. CORPORATE ORGANIZATIONAL CHART
10. Current corporate organizational chart showing the complete ownership structure of CBR and all subsidiaries (both direct and indirect), including percentage ownership interests at each level of the structure. The organizational chart should reflect all legal entities in the CBR corporate family, including any dormant or inactive entities, and should clearly indicate the jurisdiction of formation of each entity and the nature of each entity's legal form (e.g., corporation, limited liability company, limited partnership). Based on our preliminary understanding, the organizational chart should reflect, among other things:
(a) 100% ownership by CBR of CBR Holdings LLC;
(b) 100% ownership by CBR Holdings LLC of Calloway-Briggs Operating Company LLC;
(c) 100% ownership by Calloway-Briggs Operating Company LLC of each project-level special purpose vehicle (including Solaris West Solar LLC, Red Mesa Wind Energy LLC, Painted Rock Solar LLC, Pronghorn Wind LLC, Brazos Energy Storage LLC, Mesquite Wind Holdings LLC, and Cimarron Solar Development LLC); and
(d) 100% ownership by Calloway-Briggs Operating Company LLC of CBR Development Co. LLC.
To the extent any subsidiary is not wholly owned, please identify the identity and ownership interest of each other equity holder.
11. Any organizational charts, memoranda, or other documents showing the planned post-IPO corporate structure, including any restructuring, reorganization, or simplification steps to be taken prior to or in connection with the offering (including, without limitation, any planned mergers, conversions, or dissolutions of subsidiaries, any reclassification of equity securities, and any changes to intercompany arrangements).
III. CAPITALIZATION
12.\* Current capitalization table showing all authorized, issued, and outstanding equity securities of CBR, including without limitation:
(a) shares of common stock, par value $0.01 per share (we understand that pre-IPO shares outstanding are approximately 100,000,000 on a fully diluted, post-reclassification basis — please confirm);
(b) any shares of preferred stock (including series designation, number of shares authorized and outstanding, liquidation preference, dividend rate, conversion terms, anti-dilution provisions, and redemption rights);
(c) all outstanding options, warrants, convertible notes, convertible securities, and other rights, agreements, or instruments convertible into or exchangeable or exercisable for equity securities of CBR;
(d) all outstanding restricted stock awards, restricted stock units ("RSUs"), performance stock units ("PSUs"), stock appreciation rights, phantom equity awards, profit interests, and any other equity-based or equity-linked compensation awards; and
(e) any shares reserved for future issuance under any equity incentive plan, employee stock purchase plan, or similar arrangement.
13. Stock ledger, stock transfer book, or equivalent record maintained by CBR (or its transfer agent, if applicable) showing all issuances, transfers, repurchases, cancellations, retirements, and conversions of equity securities of CBR from the date of incorporation to the present, including the date, number of shares, consideration received, and identity of the transferor and transferee in each case.
14. Summary of pre-IPO ownership of CBR. Based on our preliminary understanding, the current ownership of CBR on a fully diluted basis is approximately as follows:
(a) Pinnacle Vista Capital Partners III, LP ("Pinnacle Vista"): approximately 62% of the fully diluted common stock;
(b) Co-founders (Garrett Calloway and Elaine Briggs) and management: approximately 24% of the fully diluted common stock; and
(c) Earlier-stage investors and employees: approximately 14% of the fully diluted common stock.
Please confirm the accuracy of the foregoing or provide an updated summary, together with a complete list of all equity holders and their respective holdings.
15. Schedule of Pinnacle Vista's investment history in CBR, including:
(a) Initial investment of approximately $385 million in equity capital (2017), including the date, form of consideration, number and class of securities acquired, and per-share price; and
(b) Follow-on investment of approximately $120 million (2019), including the same details.
Please also provide a summary of any other capital contributions, bridge loans, or other financial accommodations made by Pinnacle Vista or its affiliates to CBR or any subsidiary.
16. All stock purchase agreements, subscription agreements, investment agreements, and contribution agreements relating to equity investments in CBR, including without limitation all agreements relating to the Pinnacle Vista investments described in Item 15, together with all amendments, waivers, side letters, and supplements thereto.
17. All equity incentive plans, stock option plans, restricted stock plans, phantom equity plans, employee stock purchase plans, and any similar plans or arrangements maintained by CBR, together with all amendments thereto and all forms of award agreements used thereunder (including, without limitation, forms of stock option agreement, restricted stock agreement, RSU agreement, PSU agreement, and any other form of award agreement).
18. Schedule of all outstanding stock options, RSUs, PSUs, warrants, stock appreciation rights, and other equity-based or equity-linked awards, showing the following information for each outstanding award:
(a) Name and title of the holder;
(b) Type of award;
(c) Grant date;
(d) Vesting schedule (including any acceleration provisions);
(e) Exercise price or strike price (if applicable);
(f) Expiration date;
(g) Number of shares subject to the award (and number vested and unvested as of the date hereof); and
(h) Any performance conditions or other contingencies applicable to vesting or settlement.
19. Any Section 409A valuation reports, independent appraisals, or other third-party valuations of CBR common stock (or any other class of equity security), including the most recent such report and all reports obtained within the past three years.
20. Any agreements, arrangements, or understandings restricting the transfer, voting, pledging, or other disposition of CBR equity securities (other than the Stockholders' Agreement requested separately in Section V below), including without limitation any lock-up agreements, escrow agreements, market standoff agreements, and legends or restrictive notations on stock certificates.
21. Capitalization tables, unit/membership interest records, or equivalent records for each material subsidiary, showing all authorized, issued, and outstanding equity interests, the identity of each equity holder, and any outstanding options, warrants, or other rights to acquire equity interests.
22. Evidence of the issuance of equity securities of CBR exempt from registration under the Securities Act, including without limitation documentation of reliance on Section 4(a)(2) of the Securities Act, Regulation D promulgated thereunder, Rule 701 under the Securities Act, or any other exemption, including investor questionnaires, accredited investor certifications, investment representations, and restrictive legends.
IV. BOARD OF DIRECTORS
23.\* List of all current directors of CBR, including for each director:
(a) Full legal name;
(b) Date of initial election or appointment to the board;
(c) Current term and class (if the board is classified);
(d) Committee memberships;
(e) Independence status under NYSE listing standards and applicable SEC rules; and
(f) Relationship to the Company, its stockholders, or its management (e.g., management director, investor designee, independent director).
Based on our preliminary understanding, the current board of directors consists of the following seven members:
(i) Garrett Calloway — Co-Founder, Chairman of the Board & Chief Executive Officer (non-independent; management);
(ii) Elaine Briggs — Co-Founder & President, Development (non-independent; management);
(iii) Hugh Pemberton — Pinnacle Vista Capital Partners designee (non-independent; investor designee);
(iv) Diane Kovac — Pinnacle Vista Capital Partners designee (non-independent; investor designee);
(v) Warren Okoro — Independent Director;
(vi) Catherine Liang — Independent Director; and
(vii) Richard Estavez — Independent Director.
Please confirm the accuracy of the foregoing or provide a corrected list.
24. Resumes, curricula vitae, or detailed biographical information for each current director, including educational background, professional experience, other public company board service, and principal occupation.
25. All minutes of meetings of the board of directors of CBR from the date of incorporation (2014) to the present, together with records of all actions taken by unanimous written consent of the board in lieu of a meeting. If minutes have not been prepared for any meeting, please so indicate and provide any available notes, agendas, or summaries. Please also provide copies of all materials (board decks, presentations, and memoranda) distributed to the board in connection with any meeting at which significant corporate actions were considered or approved.
26. Schedule of all committees of the board of directors currently in existence or that have existed at any time since incorporation, together with:
(a) The charter or terms of reference for each committee currently in existence;
(b) The current membership of each committee, including identification of the chairperson;
(c) All minutes of meetings of each committee from inception to the present; and
(d) Records of all actions taken by written consent of any committee.
27. Directors' and officers' questionnaires completed by each current director and executive officer in connection with the preparation of the Form S-1, or, if such questionnaires have not yet been distributed, please confirm the Company's willingness to distribute and complete such questionnaires in a form to be provided by C&H within the coming weeks.
28. Any board self-evaluation materials, governance assessments, skills matrices, or other materials relating to the composition, effectiveness, or evaluation of the board of directors.
29. Any agreements with directors regarding their service on the board of directors, including without limitation:
(a) Director compensation arrangements (cash retainers, meeting fees, equity grants, and any other forms of compensation);
(b) Indemnification agreements between CBR and each director; and
(c) Any other agreements between CBR and any director relating to such director's board service.
30. A list of all managers, directors, or equivalent governing persons of each material subsidiary, together with any resolutions or consents appointing such persons.
V. STOCKHOLDER AGREEMENTS AND GOVERNANCE AGREEMENTS
31.\* The existing Stockholders' Agreement among CBR, Pinnacle Vista Capital Partners III, LP, Garrett Calloway, Elaine Briggs, and any other parties thereto, together with all amendments, restatements, supplements, waivers, side letters, and joinder agreements. Please also provide any term sheets or letters of intent that preceded the execution of the Stockholders' Agreement.
32. Any registration rights agreements (including any agreement or provision granting demand registration rights, piggyback registration rights, shelf registration rights, or any other rights to require CBR to file or participate in the filing of a registration statement under the Securities Act), together with all amendments and supplements thereto.
33. Any voting agreements, voting trusts, irrevocable proxies, or other arrangements relating to the voting of equity securities of CBR.
34. Any investors' rights agreements, information rights agreements, or similar agreements granting investors the right to receive financial or other information from the Company, to attend board meetings, to consult with management, or to exercise any other governance-related rights.
35. Any right of first refusal agreements, right of first offer agreements, co-sale agreements, tag-along agreements, drag-along agreements, or similar transfer-related agreements affecting the equity securities of CBR.
36. Any management rights letters or similar arrangements provided to Pinnacle Vista Capital Partners or any other investor in connection with such investor's investment in CBR, including any arrangements entered into for the purpose of qualifying Pinnacle Vista's investment in CBR as a "venture capital investment" for purposes of the Employee Retirement Income Security Act of 1974, as amended, or for any other regulatory or tax-related purpose.
37. Any communications, correspondence, or notices from or to stockholders of CBR regarding the proposed initial public offering, including any consent solicitations, information packages, or presentations provided to stockholders in connection therewith.
VI. STOCKHOLDER RECORDS AND ACTIONS
38. A list of all current stockholders of record of CBR as of the most recent practicable date, showing the name, address, number of shares held, and class or series of shares held by each stockholder.
39. All minutes of meetings of stockholders of CBR from the date of incorporation to the present, together with records of all actions taken by written consent of stockholders in lieu of a meeting. Please also provide copies of all notices of stockholder meetings, agendas, and materials distributed to stockholders in connection with any such meeting.
40. Any proxy statements, information statements, solicitation materials, or other documents distributed to stockholders in connection with any meeting of stockholders or solicitation of stockholder action, whether by the Company, by Pinnacle Vista, or by any other stockholder.
41. Evidence of any stockholder approvals required in connection with prior equity issuances (including approval of any equity incentive plans), amendments to the certificate of incorporation or bylaws, any merger, conversion, or other significant corporate action, or any other matter requiring the affirmative vote or written consent of the stockholders of CBR.
VII. OFFICERS
42.\* A list of all current officers and key employees of CBR, including for each person:
(a) Full legal name;
(b) Title;
(c) Date of hire and date of appointment to current position;
(d) Reporting relationships; and
(e) Location of primary office.
Based on our preliminary understanding, the current officers and key employees of CBR include the following individuals:
(i) Garrett Calloway — Co-Founder, Chairman of the Board & Chief Executive Officer;
(ii) Elaine Briggs — Co-Founder & President, Development;
(iii) Marcus Yoon — Chief Financial Officer;
(iv) Sandra Haverford — General Counsel & Corporate Secretary;
(v) Dale Renfroe — Chief Operating Officer;
(vi) Priya Anand — Senior Vice President, Finance & Treasurer;
(vii) Tomás Quintero — Senior Vice President, Project Development; and
(viii) Rachel Whitmore — Chief People Officer.
Please confirm the accuracy of the foregoing or provide a corrected and complete list, including any additional officers or key employees not listed above.
43. Resumes, curricula vitae, or detailed biographical information for each named executive officer identified in response to Item 42, including educational background, professional experience, and prior public company experience, to be used in the preparation of the "Management" section of the Form S-1.
44. Evidence of the appointment of each current officer, including copies of the relevant board resolutions, unanimous written consents, or minutes of the board meeting at which such officer was appointed.
VIII. MATERIAL AGREEMENTS (GENERAL)
45. A schedule of all material agreements to which CBR or any subsidiary is a party or by which CBR or any subsidiary or any of their respective assets are bound. For purposes of this request, "material agreements" include, without limitation, agreements involving annual payments or receipts exceeding $5 million, agreements that are otherwise material to CBR's business, operations, financial condition, or results of operations, and agreements that would be required to be filed as exhibits to the Form S-1 under Item 601 of Regulation S-K. This request excludes agreements that are covered by the separate request lists for Material Contracts, Debt and Financing, Real Property / Leases, and Employment & Benefits, unless any such agreement is also responsive to the specific sub-requests set forth below.
46. Copies of all agreements identified on the schedule prepared in response to Item 45, including all amendments, restatements, supplements, waivers, and side letters thereto.
47. Any agreements containing change-of-control, assignment, or consent provisions that may be triggered by the consummation of the IPO, by a change in ownership of CBR resulting from the offering, or by any subsequent change in ownership, including any agreements that require notice to, or the consent of, any counterparty in connection with any such event.
48. Any non-competition agreements, non-solicitation agreements, exclusivity agreements, standstill agreements, or most-favored-nation agreements to which CBR or any subsidiary is a party (other than such provisions contained in employment agreements or offer letters, which are covered by the separate Employment & Benefits request list).
49. Any guarantees, surety bonds, performance bonds, letters of credit, or similar credit support instruments issued by or on behalf of CBR or any subsidiary, including the identity of the beneficiary, the underlying obligation supported thereby, and the maximum amount of exposure.
50. Any agreements, arrangements, or transactions between CBR or any subsidiary, on the one hand, and Pinnacle Vista Capital Partners III, LP or any of its affiliates (including any portfolio companies, general partners, or management entities), on the other hand, including without limitation:
(a) Any management-services agreement, advisory agreement, consulting agreement, or monitoring agreement (we understand that CBR is currently party to a management-services agreement with Pinnacle Vista providing for annual fees of approximately $2.4 million, which is expected to terminate upon consummation of the IPO — please confirm and provide a copy);
(b) Any agreement providing for the payment of advisory fees, monitoring fees, transaction fees, break-up fees, or similar fees to Pinnacle Vista or its affiliates;
(c) Any agreement providing for the reimbursement of expenses incurred by Pinnacle Vista or its affiliates in connection with their investment in CBR; and
(d) Any other related-party arrangements, including any co-investment agreements, shared-services arrangements, secondment agreements, or arrangements for the provision of personnel, office space, or other resources.
51. Any agreements with the founders (Garrett Calloway and Elaine Briggs) other than employment agreements and offer letters (which are covered in the Employment & Benefits request list), including without limitation any founders' agreements, intellectual property assignment agreements, non-competition or non-solicitation agreements (other than those contained in employment agreements), and any agreements relating to the original formation and capitalization of CBR in 2014.
IX. PRIOR OFFERINGS AND SECURITIES LAW COMPLIANCE
52. Any registration statements, prospectuses, or offering memoranda prepared by or on behalf of CBR at any time, whether or not filed with the Securities and Exchange Commission (the "SEC") and whether or not declared effective.
53. Any private placement memoranda, confidential information memoranda, offering circulars, or similar offering documents prepared by or on behalf of CBR in connection with any offering of securities (whether equity or debt) at any time.
54. Documentation of any prior securities offerings by CBR, including:
(a) Evidence of the exemptions from registration relied upon, including documentation of compliance with Regulation D under the Securities Act, Section 4(a)(2) of the Securities Act, Rule 701 under the Securities Act, and any other applicable exemption;
(b) Copies of all Forms D filed with the SEC, together with evidence of timely filing;
(c) Copies of all blue sky filings, state notice filings, or state exemption filings made with any state securities regulator; and
(d) Any legal opinions rendered in connection with prior securities offerings.
55. Any "bad actor" questionnaires, certifications, or disclosures completed by CBR, its directors, officers, or any person holding more than 20% of any class of CBR's outstanding voting equity securities, under Rule 506(d) of Regulation D or any similar provision.
56. Any correspondence with the SEC, including any comment letters, response letters, no-action letters, interpretive letters, exemptive orders, or informal staff guidance, relating to CBR or any of its securities.
X. REGULATORY AND GOVERNMENT FILINGS (GENERAL)
57. Any filings with the SEC other than those requested in Items 52 through 56 above, including without limitation any reports, schedules, or certifications.
58. Any filings with state securities regulators other than those requested in Item 54(c) above.
59. Annual reports, periodic filings, franchise tax reports, and annual statements filed with the Delaware Secretary of State, the Texas Secretary of State, and the Secretary of State (or equivalent authority) of any other jurisdiction in which CBR or any subsidiary is organized or qualified to do business, for the most recent three fiscal years.
60. Any filings with the Financial Industry Regulatory Authority, Inc. ("FINRA"), the New York Stock Exchange, or any other national securities exchange or self-regulatory organization.
61. Any filings made pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, or any other antitrust filings with the Federal Trade Commission, the United States Department of Justice, or any state or foreign antitrust authority, in connection with any acquisition, merger, or other transaction involving CBR or any subsidiary.
62. The Employer Identification Number (EIN) for CBR. We understand this to be 83-4027615 — please confirm.
XI. CORPORATE GOVERNANCE POLICIES AND CODES
63. Code of business conduct and ethics (or equivalent code of conduct), as currently in effect, together with any amendments thereto and any prior versions thereof.
64. Insider trading policy (including any pre-clearance procedures and trading window guidelines).
65. Related-party transactions policy (including the process for review and approval of transactions with related persons).
66. Whistleblower and complaint procedures policy, including any procedures established for the receipt, retention, and treatment of complaints regarding accounting, internal accounting controls, or auditing matters, and the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters.
67. Document retention and destruction policy.
68. Any corporate governance guidelines or principles adopted by the board of directors.
69. Anti-corruption and Foreign Corrupt Practices Act ("FCPA") compliance policy, together with any related training materials or compliance certifications.
70. Sanctions and export controls compliance policy, including any policies addressing compliance with the Office of Foreign Assets Control ("OFAC") regulations, the Export Administration Regulations ("EAR"), and the International Traffic in Arms Regulations ("ITAR").
71. Any social media policy, public communications policy, or Regulation FD compliance policy.
72. Any environmental, social, and governance ("ESG") policies, reports, frameworks, or disclosures, including any sustainability reports, ESG ratings submissions, and any commitments to voluntary reporting frameworks (e.g., GRI, SASB, TCFD, CDP).
XII. AUDITOR AND ACCOUNTANT MATTERS
73. Engagement letter(s) with Ashford & Pemberton LLP ("A&P"), CBR's independent registered public accounting firm, for the audit of CBR's consolidated financial statements for fiscal years 2019, 2020, and 2021, and for any interim review engagements. We understand that the lead engagement partner at A&P is Gregory Sondheim and the audit manager is Irene Valdez — please confirm.
74. Management letters, internal control deficiency communications, and any other written communications from A&P to the board of directors, the audit committee, or management of CBR, for fiscal years 2019, 2020, and 2021, including communications required by PCAOB Auditing Standard No. 1301 (Communications with Audit Committees) and any predecessor standard.
75. Any reports on internal controls over financial reporting, including any findings of material weaknesses or significant deficiencies, and any management remediation plans related thereto.
76. Any correspondence with former auditors or accountants, if any, including any notice of disagreements with former auditors and any letters from former auditors to the SEC required by Item 304(a) of Regulation S-K. If CBR has not changed its independent auditor since founding, please so confirm.
77. Any audit committee pre-approval policies for non-audit services provided by A&P or any other accounting firm, together with a schedule of all non-audit services approved during fiscal years 2019, 2020, and 2021.