Statement of Corporate Governance Practices
The Company is committed to the highest practical standards of Corporate Governance, and to meeting or exceeding the standards set by the TSX Venture Exchange article and Canadian securities regulators. The Company has a Nominating and Corporate Governance Committee, consisting of independent directors David Black and Robert G. Atkinson and Donald Siemens. The Nominating and Corporate Governance Committee has the mandate to identify and recommend to the Board individuals qualified to become Board members, assess the effectiveness of the Board as a whole and individual Board members, provide an orientation program for new recruits to the Board, provide education to all Board members, and recommend the composition of Committees of the Board.
Audit Committee: The Audit Committee is presently comprised of Messrs. Siemens (Chairman) Atkinson, and Black, all of whom are independent directors and “financially literate”, meaning that they are able to read and understand financial statements and to understand the breadth and complexity of the issues that can reasonably be expected to be raised by the Company’s financial statements. Mr. Siemens, Chairman of the Audit Committee, has accounting or related financial management expertise. The Audit Committee must consist of not less than three Directors as determined by the Board, all of whom qualify as independent directors and who are free from any relationship that would interfere with the exercise of their independent judgment as members of the Audit Committee.
The primary function of the Audit Committee is to assist the Board in fulfilling its financial oversight responsibilities by reviewing the financial reports and other financial information provided by the Company to regulatory authorities and shareholders, the Company’s systems of internal controls regarding finance and accounting and the Company’s auditing, accounting and financial reporting processes. The Audit Committee is also responsible for monitoring compliance with applicable laws and regulations and the systems of internal controls. The Audit Committee has the authority to retain special legal, accounting or other consultants to advise the Audit Committee. The Audit Committee may request any director, officer or employee of the Company, or the Company’s outside counsel or independent auditor, to attend a meeting of the Audit Committee or to meet with any members of, or consultants to, the Audit Committee. The Board has adopted an Audit Committee Charter. The Audit Committee reports to the Board after each Committee meeting.
Corporate Governance and Nominating Committee: The members of the Corporate Governance and Nominating Committee are Messrs. Black (Chairman), Atkinson and Siemens, all of whom are independent of management. This committee is responsible for the Company's overall corporate governance and oversees the orientation program for new directors. In its report to the Board of Directors, the committee recommends names for election to the Board of Directors and from time to time recommends candidates to fill Board vacancies and newly created Director positions.
Compensation Committee: The Compensation Committee is comprised of Messrs. Atkinson (Chairman), Black and Siemens. This Committee has the responsibility for determining compensation for the directors and senior management. To determine compensation payable, the Compensation Committee reviews compensation paid for directors and senior management of companies of similar size and stage of development in the mineral exploration, mining and fertilizer industries, and determines an appropriate compensation reflecting the need to provide incentive and compensation for the time and effort expended by the directors and senior management while taking into account the financial and other resources of the Company. In setting compensation the Committee annually reviews the performance of the CEO in light of the Company's objectives and considers other factors that may have impacted the success of the Company in achieving its objectives.