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The Board of Directors and Audit Committee Guide to Fiduciary Responsibilities by Ronald Kral, Sheila Moran

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NOTES

Introduction

1. U.S. Securities and Exchange Commission, 2011 Performance and Accountability Report, 13, http://www.sec.gov/about/secpar2011.shtml, accessed January 9, 2013.

2. Sonora Resources Corp., Form 10-K as filed to the SEC on January 27, 2012, annual report with a comprehensive overview of the company, 28.

3. Buka Ventures Inc., Form 10-K as filed to the SEC on January 27, 2012, annual report with a comprehensive overview of the company, 25.

Chapter 1: Nominate Independent Directors

1. Financial Accounting Standards Board (FASB) U.S. GAAP, Codification of Accounting Standards, Topic 850: Related Party Disclosures, AU334.02, Source SAS No. 45.

2. New York Stock Exchange, Listed Company Manual, Sec. 303A.02, “Independence Tests,” ...

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