Ensuring proper corporate governance

We take corporate governance seriously and are committed to ethical practices that ensure the best outcomes and value for our shareholders. Guided by our Corporate Governance Standards, we take a number of steps to ensure proper governance:

Independent Board Chair

We separate the Chairman and Chief Executive Officer roles. The Chairman of the Board of Directors presides over meetings of the Board and serves as a liaison between the Board and management of Redwood.

Director Qualifications

Each member of our Board of Directors must exhibit high standards of integrity, commitment, and independence of thought and judgment, and must be committed to promoting the best interests of Redwood. Most of the directors on the Board are independent, and each of the Audit, Compensation, and Governance and Nominating Committees are comprised solely of independent directors. Our Governance Standards provide that the members of our Board should collectively possess a broad range of talent, skill, expertise, background and life experience useful to effective oversight of our business and affairs and sufficient to provide sound and prudent guidance with respect to our operations and interests. The Board considers diversity as broadly construed to mean a variety of identities, perspectives, personal and professional experiences and backgrounds. This can be represented in characteristics that include but are not limited to race, ethnicity, national origin, gender and sexual orientation.

Board of Directors Self-Evaluation

Our Board evaluates its performance through annual self-assessments at the Board and Committee levels, as well as through annual individual director self-assessments that include one-on-one meetings conducted by the Chairman with each of the other directors. The Chairman is evaluated by the Chair of the Governance and Nominating Committee. These self-assessments include analysis of the effectiveness of the Board, its Committees and its directors, how they are functioning and areas of potential improvement.

Required Stock Ownership by Directors

Non-employee directors are required to purchase from their own funds at least $50,000 of our common stock within three years from the date of commencement of their Board membership. They also are required to own at least $425,000 of our common stock within five years of joining the Board.

Code of Ethics

Our Code provides a framework for operating standards and business ethics at Redwood and outlines what we expect of officers, directors and employees. We prohibit conflicts of interest and require fair dealing and confidentiality. We require employees, officers, and directors to report illegal or unethical behavior, including violations of applicable law or the Code of Ethics. Our employee ethics and compliance hotline allows Redwood employees to confidentially and anonymously voice concerns regarding violations of the law or Redwood’s Code of Ethics, including workplace harassment, or questionable accounting or auditing matters.

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