The Board of Directors of Saratoga Investment Corp (the "Company") sets high standards for the Company's employees, officers and directors. Implicit in this philosophy is the importance of sound corporate governance. It is the duty of the Board of Directors to serve as a prudent fiduciary for shareholders and to oversee the management of the Company's business. To fulfill its responsibilities and to discharge its duty, the Board of Directors follows the procedures and standards that are set forth in these guidelines. These guidelines are subject to modification from time to time as the Board of Directors deems appropriate in the best interests of the Company or as required by applicable laws and regulations.
To promote open discussion among the non-management directors, the non-management directors of the Company will meet at regularly scheduled executive sessions without management. The non-management directors that chair committees of the Board of Directors will alternate acting as presiding director at such meetings, in alphabetical order based on the names of the committees they chair.