Requirements. HD Faculty™'s Conduct Review Committee, from time to time, shall consist of at least three (3) directors of HD Faculty™ and as many external qualified members as deemed fit and proper. Nonetheless, a majority of the Conduct Review Committee Members must consist of outside directors and/or participants.

Mandate. HD Faculty™ has mandated the Conduct Review Committee to carry out, or cause to be carried out the following:

a.

Establish procedures for the review of related party transactions;

b.

Ensure conformity with, and to all proposed third-party transactions pertaining to the respective jurisdiction laws, statutes, ordinances, rules, regulations, and codes;

c.

Review HD Faculty™'s practices to ensure the identification of all matters that may have a material effect on the stability or solvency of HD Faculty™;

Establish preventative mechanisms that will aid in the prevention of straying from HD Faculty™'s policies and guidelines;

e.

Employ the latest information technological software, programs and systems, in accordance with the S.M.A.R.T. Management people, place, time and things policy, and procedural guidelines in its daily affairs relating to its mandate;

f.

Perform management monitoring evaluation, and relevant assessments to ascertain whether or not the business affairs of HD Faculty™ are conducted in an upright and prudent manner in respect to:

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viii.

ix.

g.

Report to the Board on the mandate and responsibilities of the Committee; and

Report to the board after each meeting on all transactions and other matters reviewed by the committee through the S.M.A.R.T. Management automated system, which enables the Board to focus on HD Faculty™'s operation and performance measurement in respect to set objectives.