{"url_path":"/sec/mb/10-k/2026/item-16g","section_key":"item-16g","section_title":"Item 16G CORPORATE GOVERNANCE**","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/2027265/0001493152-26-023479-index.html","accession_number":"0001493152-26-023479","cik":"0002027265","ticker":"MB","issuer_name":"MASTERBEEF GROUP","edgar_url":"https://www.sec.gov/Archives/edgar/data/2027265/0001493152-26-023479-index.html","primary_entity_key":"0002027265","primary_entity_name":"MASTERBEEF GROUP"},"word_count":426,"has_tables":true,"body_markdown":"**ITEM\n16G. CORPORATE GOVERNANCE**\n\n \n\nAs\na Cayman Islands company listed on the Nasdaq Capital Market, we are subject to Nasdaq Stock Market corporate governance listing standards.\nHowever, the Nasdaq rules provide that foreign private issuers may follow home country practice in lieu of the corporate governance requirements\nof the Nasdaq Stock Market, subject to certain exceptions and requirements and except to the extent that such exemptions would be contrary\nto US federal securities laws and regulations. The significant differences between Cayman Islands companies’ corporate governance\npractices and those followed by United States companies under the Nasdaq Rules are summarized as follows:\n\n \n\n \n●\nRule 5605(b)(1),\nwhich requires that the board of directors consist of a majority of independent directors compared to Cayman Islands corporate law,\nwhich permits a board of directors to consist of less than a majority of independent directors. We comply with Rule 5605(b)(1) as\nour Board of Directors includes four Independent Directors.\n\n \n\n106\n\n \n\n \n\n \n●\nRule 5605(e),\nwhich requires that director nominees be selected, or recommended for the Board’s selection, by a majority of the independent\ndirectors or by a nominations committee comprised solely of independent directors compared to Cayman Islands corporate law, which\ncontains no requirements for the selection of director nominees. We comply with Rule 5605(e) in that we have a Nominations Committee\ncomprised solely of Independent Directors that is responsible for making recommendations to the Board regarding the selection and\napproval of Director nominees.\n\n \n\n \n●\nRule 5605(c)(2)(A),\nwhich requires each company to have an audit committee of at least three members, each of whom is an independent director, compared\nto Cayman Islands corporate law which does not require an audit committee. We comply with Rule 5605(c)(2)(A) in that our Audit Committee\nis comprised of three members, each of whom is an Independent Director.\n\n \n\n \n●\nRule 5605(b)(2),\nwhich requires that regular sessions be held where only independent directors are present compared to Cayman Islands corporate law\nthat does not require us to hold regular executive sessions. We follow our home country law.\n\n \n\n \n●\nRule 5635(c),\nwhich requires us to obtain shareholder approval prior to the issuance of securities when a stock option or purchase plan is established\nor materially amended compared to Cayman Islands corporate law that does not require shareholder approval for the issuance of securities\nupon establishment or material amendment of such plans. If we adopt any such plan, we intend to follow our home country law.\n\n \n\nOther\nthan as indicated above, we have followed and intend to continue to follow the applicable corporate governance standards under the Nasdaq\nMarketplace Rules."}