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Mandate Of The Board Of Directors

I. PURPOSE

The board of directors (the “Board”) of the Company is responsible for the overall stewardship of the Company and its primary objective is to enhance and preserve the long-term interests of the Company. In pursuing this objective and in the performance of is functions, the Board should also take into account the legitimate interests of its shareholders and other stakeholders, such as its employees and the communities and the environment in which it operates.

The Board is responsible for supervising the management of the Company’s business and affairs. In supervising the conduct of the business, the Board, through the Chief Executive Officer (the “CEO”), sets the standards of conduct for the Company.

II. COMPOSITION, PROCEDURES AND ORGANIZATION

  1. Subject to the Company’s constating documents and the British Columbia Business Corporations Act, the Board may constitute, seek the advice of and delegate powers, duties and responsibilities to committees of the Board.
  2. Directors shall be elected annually at the Company’s annual meeting of shareholders and must meet the requirements of applicable corporate and securities laws as well as the rules of any stock exchange on which the Company’s securities are listed (collectively, “Applicable Laws”).
  3. The Board shall meet at least four times per year and may also hold additional meetings as considered necessary. The directors of the Board shall hold the following executive sessions at each regularly scheduled meeting of the Board: (i) with the CEO but absent other management; and (ii) with only independent directors.
  4. The Board operates by delegating certain of its responsibilities and authority to management and may adopt approval guidelines and restrictions from time to time. Certain of the powers that the Board retains may be delegated to committees of the Board, pursuant to the policies, mandates, charters and terms of reference for such committees as approved by the Board, or as otherwise determined by the Board from time to time.

III. DUTIES AND RESPONSIBILITIES

The Board’s principal duties and responsibilities are as follows:

  1. General
    1. supervise the management of the business and affairs of the Company;
    2. act honestly and in good faith with a view to the best interests of the Company;
    3. exercise the care, diligence and skill that reasonable, prudent people would exercise in comparable circumstances; and
    4. act in accordance with its obligations contained in the British Columbia Business Corporations Act and the regulations thereto, the Company’s constating documents and other Applicable Laws.
  2. Strategy Determination
    1. adopt a strategic planning process to establish objectives and goals for the Company’s business and related business plans and review, approve and modify as appropriate the strategies proposed by senior executives to achieve such objectives and goals, taking into account the opportunities and risks of the Company’s business and affairs;
    2. approve annual capital and operating budgets that support the Company’s ability to meet its strategic objectives;
    3. monitor the Company’s progress towards achieving its strategic objectives in light of changing circumstances;
    4. conduct periodic reviews of human, technological and capital resources required to implement the Company’s strategy and the applicable regulatory or governmental or other requirements or constraints on the business;
    5. approve material contracts, transactions, and other arrangements or commitments that may be expected to have a material impact on the Company; and
    6. review recent developments that may affect the Company’s strategy, and advise management on emerging trends and issues.
  3. Financial and Corporate Issues
    1. take reasonable steps to ensure the integrity and effectiveness of the Company’s internal controls and management information systems, including the evaluation and assessment of information provided by management and others (e.g., internal and external auditors) about the integrity and effectiveness of the Company’s internal controls and management information systems;
    2. approve the interim and annual financial statements and notes thereto, management’s discussion & analysis of financial condition and results of operations, prospectus, offering memorandum, annual report, annual information form, management information circular and, as required by Applicable Law or otherwise deemed appropriate, other public disclosure documents containing audited or unaudited financial information or other material information, subject to delegation of such approval, as permitted by Applicable Law, to a committee of the Board; and
    3. upon recommendation by the Audit Committee and subject to confirmation by the shareholders of the Company at each annual meeting, appoint the external auditor for the Company and upon recommendation by the Audit Committee, to approve the auditor’s fees for audit and interim review services.
  4. Managing Risk
    1. understand the principal risks of the business in which the Company is engaged;
    2. satisfy itself that there are systems in place which are designed to effectively monitor and manage those risks with a view to mitigating the potential impact of unmitigated risks on the overall value and viability of the Company; and
    3. be responsible for the Company risk management processes including:
      1. reviewing Enterprise Risk Management framework;
      2. receiving reports from management and other Board committees with respect to the identification, assessment and management of existing and new material risks; and
      3. at least annually, reviewing and discussing with management significant risk exposures and the processes and procedures with respect to risk assessment and risk management, including guidelines and policies that management has put in place to govern the process of monitoring, controlling and reporting such exposures.
  5. Appointment, Training and Monitoring Senior Management
    1. appoint the CEO, monitor and assess CEO performance against corporate and personal goals and objectives, determine compensation for the CEO, considering the recommendations of the Compensation Committee, and provide advice and counsel in the execution of the CEO’s duties;
    2. ensure that adequate provision has been made to train and develop management and for the orderly succession of the CEO and the other senior management; and
    3. to the extent possible, satisfy itself as to the integrity of the CEO and other senior officers and satisfy itself that the CEO and other senior officers are creating a culture of integrity throughout the Company.
  6. Governance, Corporate Social Responsibility, Health and Safety
    1. appoint Board committees and delegate to those committees any appropriate powers of the Board;
    2. review the size and composition required of the Board and approve nominations for candidates for election to the Board, with a view to ensuring that the Board is comprised of directors with the necessary skills, experience and diversity to facilitate effective decision-making;
    3. develop the Company’s approach to corporate governance;
    4. review annually its Mandate and its performance and the performance of the Board committees, the Chair of the Board and the Chair of the committees to ensure that the Board and the committees are operating effectively;
    5. adopt and periodically review policies and procedures designed to ensure that the Company and its directors, officers and employees comply with all Applicable Laws and conduct the Company’s business ethically and with honesty and integrity;
    6. satisfy itself that the Company has developed and implemented appropriate environmental and community relations standards in the conduct its operations; and
    7. ensure the Company has in place appropriate programs and policies for the health, safety and security of its employees in the workplace.
  7. Reporting and Communication
    1. adopt a communication or disclosure policy for the Company and satisfy itself that the Company has in place effective communication processes with shareholders and other stakeholders and with financial, regulatory and other agencies;
    2. ensure that corporate disclosure policies and procedures of the Company are designed to ensure compliance with all Applicable Laws; and
    3. ensure the timely reporting of financial results and any related forward-looking information as well as any other developments that have a significant and material impact on the value of the Company, including any filings in accordance with National Instrument 43-101 – Standards of Disclosure for Mineral Projects and related reserve and resource reporting, and ensure all such information is reported fairly and in accordance with Applicable Laws, rules and regulations.

The Board may review and recommend changes to the Board Mandate from time to time and the Governance and Nominating Committee may periodically review and assess the adequacy of this mandate and recommend any proposed changes to the Board for consideration.

Dated: October 29, 2020

Approved By: Board of Directors of the Company