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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 8/18/22 DSG Global Inc. 10-Q 6/30/22 83:8.7M M2 Compliance LLC/FA |
Document/Exhibit Description Pages Size
1: 10-Q Quarterly Report HTML 2.38M
6: EX-99.1 Miscellaneous Exhibit HTML 108K
7: EX-99.2 Miscellaneous Exhibit HTML 91K
8: EX-99.3 Miscellaneous Exhibit HTML 65K
9: EX-99.4 Miscellaneous Exhibit HTML 52K
2: EX-31.1 Certification -- §302 - SOA'02 HTML 27K
3: EX-31.2 Certification -- §302 - SOA'02 HTML 27K
4: EX-32.1 Certification -- §906 - SOA'02 HTML 23K
5: EX-32.2 Certification -- §906 - SOA'02 HTML 23K
15: R1 Cover HTML 71K
16: R2 Condensed Consolidated Balance Sheets (Unaudited) HTML 134K
17: R3 Condensed Consolidated Balance Sheets (Unaudited) HTML 55K
(Parenthetical)
18: R4 Interim Condensed Consolidated Statements of HTML 105K
Operations and Comprehensive Loss (Unaudited)
19: R5 Interim Condensed Consolidated Statements of HTML 42K
Comprehensive Loss (Unaudited)
20: R6 Interim Condensed Consolidated Statements of HTML 75K
Stockholders' Deficit (Unaudited)
21: R7 Interim Condensed Consolidated Statements of Cash HTML 107K
Flows (Unaudited)
22: R8 Organization HTML 32K
23: R9 Going Concern HTML 29K
24: R10 Summary of Significant Accounting Policies HTML 43K
25: R11 Trade Receivables, Net HTML 33K
26: R12 Inventories HTML 36K
27: R13 Fixed Assets and Equipment on Lease HTML 43K
28: R14 Intangible Assets HTML 34K
29: R15 Trade and Other Payables HTML 34K
30: R16 Loans Payable HTML 96K
31: R17 Convertible Notes HTML 34K
32: R18 Leases HTML 95K
33: R19 Mezzanine Equity HTML 128K
34: R20 Preferred Stock HTML 43K
35: R21 Common Stock and Additional Paid in Capital HTML 88K
36: R22 Related Party Transactions HTML 31K
37: R23 Contingencies HTML 26K
38: R24 Supplemental Cash Flow Information HTML 48K
39: R25 Subsequent Events HTML 37K
40: R26 Summary of Significant Accounting Policies HTML 56K
(Policies)
41: R27 Trade Receivables, Net (Tables) HTML 32K
42: R28 Inventories (Tables) HTML 36K
43: R29 Fixed Assets and Equipment on Lease (Tables) HTML 38K
44: R30 Intangible Assets (Tables) HTML 32K
45: R31 Trade and Other Payables (Tables) HTML 34K
46: R32 Loans Payable (Tables) HTML 99K
47: R33 Leases (Tables) HTML 77K
48: R34 Mezzanine Equity (Tables) HTML 77K
49: R35 Common Stock and Additional Paid in Capital HTML 45K
(Tables)
50: R36 Supplemental Cash Flow Information (Tables) HTML 46K
51: R37 Organization (Details Narrative) HTML 34K
52: R38 Going Concern (Details Narrative) HTML 43K
53: R39 Summary of Significant Accounting Policies HTML 27K
(Details Narrative)
54: R40 Schedule of Trade Receivables (Details) HTML 30K
55: R41 Schedule of Inventories (Details) HTML 33K
56: R42 Schedule of Fixed Assets (Details) HTML 40K
57: R43 Fixed Assets and Equipment on Lease (Details HTML 26K
Narrative)
58: R44 Schedule of Intangible Assets (Details) HTML 29K
59: R45 Intangible Assets (Details Narrative) HTML 27K
60: R46 Schedule of Trade and Other Payables (Details) HTML 31K
61: R47 Schedule of Loans Payable (Details) HTML 104K
62: R48 Schedule of Loans Payable (Details) HTML 129K
(Parenthetical)
63: R49 Convertible Notes (Details Narrative) HTML 39K
64: R50 Schedule of Lease Receivables Recognized (Details) HTML 40K
65: R51 Schedule of Consolidated Balance Sheet of Lease HTML 35K
(Details)
66: R52 Schedule of Future Minimum Lease Payments HTML 41K
(Details)
67: R53 Leases (Details Narrative) HTML 81K
68: R54 Schedule of Redeemable Preferred Share Activities HTML 54K
(Details)
69: R55 Schedule of Redeemable Preferred Share Activities HTML 30K
(Details) (Parenthetical)
70: R56 Mezzanine Equity (Details Narrative) HTML 119K
71: R57 Preferred Stock (Details Narrative) HTML 79K
72: R58 Schedule of Warrants Assumptions (Details) HTML 40K
73: R59 Schedule of Warrants Outstanding (Details) HTML 27K
74: R60 Common Stock and Additional Paid in Capital HTML 151K
(Details Narrative)
75: R61 Related Party Transactions (Details Narrative) HTML 35K
76: R62 Contingencies (Details Narrative) HTML 27K
77: R63 Schedule of Supplemental Cash Flow Information HTML 38K
(Details)
78: R64 Subsequent Events (Details Narrative) HTML 64K
81: XML IDEA XML File -- Filing Summary XML 147K
79: XML XBRL Instance -- form10-q_htm XML 1.57M
80: EXCEL IDEA Workbook of Financial Reports XLSX 137K
11: EX-101.CAL Inline XBRL Taxonomy Extension Calculation XML 184K
Linkbase Document -- dsgt-20220630_cal
12: EX-101.DEF Inline XBRL Taxonomy Extension Definition Linkbase XML 487K
Document -- dsgt-20220630_def
13: EX-101.LAB Inline XBRL Taxonomy Extension Label Linkbase XML 1.00M
Document -- dsgt-20220630_lab
14: EX-101.PRE Inline XBRL Taxonomy Extension Presentation XML 771K
Linkbase Document -- dsgt-20220630_pre
10: EX-101.SCH Inline XBRL Taxonomy Extension Schema Document -- XSD 166K
dsgt-20220630
82: JSON XBRL Instance as JSON Data -- MetaLinks 342± 485K
83: ZIP XBRL Zipped Folder -- 0001493152-22-023418-xbrl Zip 788K
Exhibit 99.4
CHARTER OF THE NOMINATING AND CORPORATE GOVERNANCE
COMMITTEE OF THE BOARD OF DIRECTORS OF
DSG GLOBAL INC.
Dated May 1, 2021
The Nominating and Corporate Governance Committee (the “Committee”) of the Board of Directors (the “Board”) of DSG Global Inc. (the “Company”) has been appointed by the Board to perform the duties and responsibilities set forth in this charter.
PURPOSE
The purpose of the Committee is to:
| ● | Assist the Board in identifying individuals who are qualified to become members of the Board in accordance with criteria approved by the Board and select, or recommend to the Board that the Board select, specified individuals as the director nominees for each meeting of stockholders at which directors are to be elected. | |
| ● | Recommend members for each Board committee. | |
| ● | Oversee the evaluation of the Board. |
COMPOSITION
| 1. | Membership and Appointment. The Committee shall consist of at least two (2) members of the Board. Members of the Committee shall be appointed by the Board and may be removed by the Board in its discretion. |
| 2. | Qualifications. The members of the Committee must meet the independence requirements of the securities exchange on which the Company’s securities are listed and such other qualifications as may be established by the Board from time to time. |
| 3. | Chairperson. The Board may designate a chairperson of the Committee. In the absence of that designation, the Committee may designate a chairperson by majority vote of the Committee members. |
RESPONSIBILITIES
The following are the principal recurring responsibilities of the Committee. In all cases, the responsibilities shall be subject to any commitments made by the Company by contract or in its certificate of incorporation. The Committee may perform such other functions as are consistent with its purpose and applicable law, rules and regulations and as the Board may request. In carrying out its responsibilities, the Committee believes its policies and procedures should remain flexible, in order to best react to changing conditions and circumstances.
| 1. | Board Composition, Evaluation and Nominating Activities. The Committee shall: |
| ● | Determine the qualifications, qualities, skills and other expertise required to be a director and to develop, and recommend to the Board for its approval, criteria to be considered in selecting nominees for director (the “Director Criteria”). |
C:
| ● | Evaluate the current composition, organization and governance of the Board and its committees, determine future requirements and make recommendations to the Board for approval consistent with the Director Criteria. | |
| ● | Search for, identify, evaluate and select, or recommend for selection by the Board, candidates to fill new positions or vacancies on the Board consistent with the Director Criteria, and review any candidates recommended by stockholders, provided such stockholder recommendations are made in compliance with the Company’s bylaws and its stockholder nominations and recommendations policies and procedures. | |
| ● | Review and consider any nominations of director candidates validly made by stockholders in accordance with applicable laws, rules and regulations and the provisions of the Company’s certificate of incorporation and bylaws. | |
| ● | Evaluate the performance of individual members of the Board eligible for re-election, and select, or recommend for the selection of the Board, the director nominees by class for election to the Board by the stockholders at the annual meeting of stockholders or any special meeting of stockholders at which directors are to be elected. | |
| ● | Consider the Board’s leadership structure, including the separation of the Chairperson and Chief Executive Officer roles and/or appointment of a lead independent director of the Board, either permanently or for specific purposes, and make such recommendations to the Board with respect thereto as the Committee deems appropriate. | |
| ● | Develop and review periodically the policies and procedures for considering stockholder nominees for election to the Board. | |
| ● | Evaluate and recommend termination of membership of individual directors for cause or for other appropriate reasons. | |
| ● | Evaluate the “independence” of directors and director nominees against the independence requirements of the securities exchange on which the Company’s securities are listed, applicable rules and regulations promulgated by the Securities and Exchange Commission and other applicable laws. |
| 2. | Board Committees. The Committee shall: |
| ● | Review annually the structure and composition of each committee of the Board and make recommendations, if any, to the Board for changes to the committees of the Board, including changes in structure, composition or mandate of committees, as well as the creation or dissolution of committees. | |
| ● | Recommend to the Board persons to be members and chairpersons of the various committees. |
| 3. | Corporate Governance. The Committee shall: |
| ● | Develop and recommend to the Board a set of corporate governance guidelines applicable to the Company. | |
| ● | Review annually the corporate governance guidelines approved by the Board and their application, and recommend any changes deemed appropriate to the Board for its consideration. |
C:
| ● | Oversee the Company’s corporate governance practices, including reviewing and recommending to the Board for approval any changes to the Company’s corporate governance framework, including its certificate of incorporation and bylaws. | |
| ● | Develop, subject to approval by the Board, a process for an annual evaluation of the Board and its committees, and to oversee the conduct of this annual evaluation. | |
| ● | Evaluate the participation of members of the Board in orientation and continuing education activities and any Company provided programs related thereto in accordance with applicable listing standards. | |
| ● | Review the disclosure included in the Company’s proxy statement regarding the Company’s director nomination process and other corporate governance matters. | |
| ● | Review any proposals properly submitted by stockholders for action at the annual meeting of stockholders and make recommendations to the Board regarding action to be taken in response to each such proposal. | |
| ● | Review and discuss with management the disclosure regarding the operations of the Committee and director independence. |
| 4. | Succession Planning. The Committee will periodically review and discuss with the Board corporate succession plans for the Company’s executive officers and other senior executives as the Committee deems appropriate. |
| 5. | Committee Charter Review. The Committee shall review and reassess the adequacy of this charter annually and shall submit any recommended changes to the charter to the Board for approval. The Company will make a copy of this charter publicly available on its website, and will disclose such availability in its proxy statement. |
| 6. | Performance Review. The Committee will review and assess the performance of the Committee at least annually. |
MEETINGS AND PROCEDURES
| 1. | Meetings. |
| ● | The Committee will meet at such times and places as the Committee determines. The chairperson of the Committee shall preside at each meeting. The chairperson will approve the agenda for the Committee’s meetings and any member may suggest items for consideration. If a chairperson is not designated or present, an acting chair may be designated by the Committee members present. The Committee may act by unanimous written consent (which may include electronic consent) in lieu of a meeting in accordance with the Company’s bylaws. | |
| ● | The Committee will maintain written minutes of its meetings, which minutes will be filed with the minutes of the meetings of the Board. | |
| ● | The Committee may invite to its meetings any director, officer or employee of the Company and such other persons as it deems appropriate in order to carry out its responsibilities. |
| 2. | Reporting to the Board of Directors. The Committee shall report regularly to the Board regarding its activities and recommendations. |
| 3. | Authority to Retain Advisors. The Committee shall have the authority, in its sole discretion, to select and retain any internal or independent counsel, search firms and any other expert consultants or advisors to assist with the execution of its duties and responsibilities as set forth in this charter. The Committee shall set the compensation and oversee the work of any such consultants or advisors. The Company will provide appropriate funding, as determined by the Committee, to pay any such search firms or any other outside advisors hired by the Committee and any administrative expenses of the Committee that are necessary or appropriate in carrying out its activities. |
| 4. | Subcommittees. The Committee may form subcommittees for any purpose that the Committee deems appropriate and may delegate to such subcommittees such power and authority as the Committee deems appropriate. If designated, each such subcommittee will establish its own schedule and maintain written minutes of its meetings, which minutes will be filed with the minutes of the meetings of the Board. The Committee shall not delegate to a subcommittee any power or authority required by law, regulation or listing standard to be exercised by the Committee as a whole. |
| 5. | Compensation. Members of the Committee shall receive such fees, if any, for their service as committee members as may be determined by the Board in its sole discretion. |
C:
| This ‘10-Q’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 8/18/22 | 10-Q/A | ||
| For Period end: | 6/30/22 | NT 10-Q | ||
| 5/1/21 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/21/21 DSG Global Inc. S-1 9:25M M2 Compliance LLC/FA 3/05/21 DSG Global Inc. 10-K 12/31/20 86:46M M2 Compliance LLC/FA 2/23/21 DSG Global Inc. 8-K:1,9 2/09/21 2:901K M2 Compliance LLC/FA 12/31/20 DSG Global Inc. 8-K:1,9 12/23/20 3:291K M2 Compliance LLC/FA 3/06/20 DSG Global Inc. 8-K:1,3,9 3/02/20 3:196K M2 Compliance LLC/FA 10/04/19 DSG Global Inc. S-1 6:4.3M M2 Compliance LLC/FA 3/26/19 DSG Global Inc. 8-K:5,8,9 3/26/19 3:807K M2 Compliance LLC/FA 11/23/16 DSG Global Inc. 8-K:1,9 11/07/16 7:1M M2 Compliance LLC/FA 5/02/16 DSG Global Inc. 10-K 12/31/15 87:6.6M Global Fin’l Corp./FA 11/16/15 DSG Global Inc. 10-Q 9/30/15 77:5.3M Global Fin’l Corp./FA 6/19/15 DSG Global Inc. 8-K:3,5,9 6/16/15 2:82K Global Fin’l Corp./FA 2/23/15 DSG Global Inc. 8-K:5,8,9 2/02/15 4:1.2M Global Fin’l Corp./FA 6/24/08 DSG Global Inc. 8-K:5,7,9 6/24/08 2:252K Newsfile Corp./FA 10/22/07 DSG Global Inc. SB-2 6:163K Global Fin’l Corp./FA |