Corporate GovernanceConstitution of the Board of Directors
The Board of Directors is responsible for our stewardship and for the supervision of the management of our business and affairs. The Board of Directors is currently comprised of four directors. The size and composition of the Board reflects backgrounds and experience the board considers adequate for the effective governance of a junior mining exploration company.
The Board of Directors has determined that two of the four directors are "independent" in accordance with Canadian securities laws.
The Board is satisfied that it is not constrained in its access to information, in its deliberations or in its ability to satisfy the mandate established by law to supervise the Company's business and affairs and that there are sufficient systems and procedures in place to allow the Board to function independently of management.
The Board intends to adopt a process to evaluate the functioning of the Board, each of the Committees and individual directors.
New members of the Board of Directors are provided with the necessary information about the role of the Board, the committees and our directors and about the Company and its business. In addition, the Board or the Committees have access to the Company's legal counsel to receive updates as necessary with respect to applicable regulatory or other requirements relating to the role and responsibilities of directors, the Board or the relevant Committees. The Board and the Committees also receive presentations from management from time to time relating to specific aspects of its business.
Corporate Governance Committee
The purpose of the Corporate Governance Committee is to assist the Board in establishing its corporate governance policies and practices generally, identifying individuals qualified to be nominated to the Board, reviewing the composition of the Board and its Committees, evaluating the functioning of the Board and its Committees, and to make recommendations to the Board of Directors as appropriate regarding the governance of the Company. The Committee's mandate provides that in considering nominees to the Board of Directors, the Committee shall consider the current composition of the Board and assess the ability of candidates to contribute to the effective oversight of management and the individual's background, experience, perspective, skills and knowledge. The Committee will also be responsible for Canadian securities law requirements. The Committee may hold in camera sessions, during which the members of the Committee meet in the absence of management. The Committee's mandate permits it to retain and terminate legal or other advisors to the Committee.
The Committee identifies candidates for appointment as independent directors. The Committee reviews the Company's corporate governance practices and procedures, oversees evaluations of the functioning of the Board, its Committees and individual directors and reviews the Company's Corporate Governance Guidelines.
The Corporate Governance Committee is currently comprised of a majority of independent directors.