The Board is committed to the highest standards of corporate governance. On and following Admission, the Board will continue to comply with the corporate governance requirements of the TSX-V and applicable securities laws and policies in Canada.
The Board further intends to comply, where it is able to, with the ten principles set out in the corporate governance guidelines for smaller quoted companies published by the QCA Code. In particular, the Directors are responsible for overseeing and embedding effective internal controls and promoting a culture of positive business and operational risk management including to ensure that proper accounting records are maintained, and that the financial and other information upon which business decisions are made, and which is issued for publication, is reliable and that the assets of the Company are safeguarded.
Corporate governance guidelines applicable to the Company as a result of its listing on the TSX-V recommend that the board of directors of a public company be constituted with a majority of individuals who qualify as “independent” directors. Under the guidelines, a Director is considered independent if he or she has no direct or indirect “material relationship” with the Company, which could, in the view of the Board, reasonably interfere with the exercise of that Director’s independent judgement.
Michael Mueller, Amy O’Shea, Stephen Dyer and Calvin Redlick are viewed as independent directors.
It is the Company’s intention to appoint, in the near to medium term, a further UK / European based independent non-executive director. It is also the intention for Michael Ferguson to transition his role as Chairman of the Board to one of the current independent Non-Executive Directors. Further updates will be made as and when appropriate.
The Board currently has the following corporate governance procedures and policies in place:
The Audit Committee
The Audit Committee is comprised of Michael Mueller (Chair), Stephen Dyer and Calvin Redlick. The Board has determined that each of the members of the Audit Committee is independent within the meaning of applicable securities laws and financially literate as defined in NI 52-110. The Audit Committee meets at least quarterly, or more frequently as circumstances dictate.
The duties and responsibilities of the Audit Committee include to monitor: (i) oversight of the independent auditor; (ii) financial reporting; (iii) oversight of risk management; and (iv) oversight of regulatory compliance. The full terms of reference are set out in the charter of the Audit Committee available on the Company’s website.
Corporate Governance and Nominations Committee
The Corporate Governance and Nominations Committee is comprised of Amy O’Shea (Chair), Calvin Redlick and Michael Ferguson, the majority of which are independent directors. The Corporate Governance and Nominations Committee meets at least once annually, or more frequently as circumstances dictate or as otherwise directed by the Board.
The primary duties of the Corporate Governance and Nominations Committee include: (i) developing corporate governance guidelines and principles for the Company; (ii) identifying individuals qualified to be nominated as members of the Board; (iii) the structure and composition of Board committees; (iv) evaluating the performance and effectiveness of the Board; (v) to recommend granting of stock options to the Board; (vi) to evaluate and recommend compensation of officers of the Company; and (vii) to ensure compliance with all regulatory authorities. The full terms of reference are set out in the charter of the Corporate Governance and Nominations Committee available on the Company’s website.
Social and Environmental Policies
The Company is committed to a process of engagement with stakeholders who could potentially be impacted by the Tugaske Project and has allowed for involvement and engagement of these stakeholders in the early stages of the Tugaske Project. The following are key objectives of the engagement effort that the Company has undertaken with regards to the Tugaske Project:
(a) identification of members of the general public, First Nations and Métis communities, and federal and provincial regulatory authorities who may have an interest in the Tugaske Project;
(b) preparation of information for stakeholders about the Tugaske Project;
(c) preparation of a process to document communications and any issues or concerns raised about the Tugaske Project and the outcomes;
(d) planning and scheduling opportunities for stakeholder input on the study area and potential effects from the Tugaske Project (i.e., biophysical and socio-economic components of the environment); and
(e) identification and possible mitigation that can be incorporated into the Tugaske Project planning and/or design to resolve issues.
The Company has maintained proactive efforts to communicate information regarding the Tugaske Project with impacted stakeholders over the course of the Tugaske Project thus far, including, but not limited to:
(a) hosting public information meetings in the community;
(b) hosting First Nations and Metis focused open-house and information sessions;
(c) attending village and rural municipality council meetings;
(d) meeting in-person and/or over the phone with various landowners interested in the Tugaske Project and/or who are impacted by any of the Company’s exploration or development efforts;
(e) communicating with local business, services providers, and interested parties for potential employment or service requirements for the Tugaske Project and/or operations;
(f) attending local community fundraising and social events;
(g) making charitable donations to local organizations, facilities, or causes;
(h) meeting and maintaining contact with the various government ministries, agencies, and officials, including technical and commercial groups and Crown companies; and
(i) providing news releases and public disclosure regarding the advancement of the Tugaske Project on the Company’s website, through quarterly teleconference calls, and other various media sources and publications.
The Company is committed to maintaining an open and consistent engagement with stakeholders throughout the life of the Tugaske Project and the life of any of the Company’s future projects (if any) and to working to build a strong and trusting relationship with the communities in which the Company intends to build and operate the Tugaske Project and may build and operate future projects.
Corporate Disclosure and Insider Trading Policies
The Company will adopt corporate disclosure policies (the “Corporate Disclosure Policies”) with effect from Admission to ensure compliance with the Company’s obligations relating to inside information under MAR, the AIM Rules and the Disclosure Guidance and Transparency Rules sourcebook published by the FCA. The policies apply to all Directors, officers and employees of the Company and its subsidiaries and those specifically authorized or designated to speak on its behalf (“Personnel”).
The Corporate Disclosure Policies shall be administered on behalf of the Board by a disclosure committee (the “Disclosure Committee”) to be formed, which will be responsible for determining: (i) whether information is inside information; (ii) the timely disclosure of inside information in accordance with applicable securities laws and stock exchange rules (iii) monitoring compliance with the disclosure policy; and (iv) overseeing the Company’s disclosure controls and procedures.
The Disclosure Committee shall be comprised of Michael Ferguson, President and Chief Executive Officer, Rob Theoret, Vice-President of Finance & Business Development, Deborah Morsky, the Corporate Secretary of the Company and an independent non-executive director appointed by the Chair of the Board.
The objective of the corporate disclosure policies will be to ensure that communications to the investing public about the Company are: (i) timely, factual and accurate; and (ii) broadly disseminated in accordance with all applicable legal and regulatory requirements. The Corporate Disclosure Policies will set out the Company’s approach towards the determination and dissemination of inside information and how to identify it, the circumstances under and methods through which the confidentiality of inside information will be maintained and who should have access to inside information. It will also provide guidelines designed to achieve consistent disclosure practices across the Company.
According to the Corporate Disclosure Policies, the Disclosure Committee on behalf of the Board will: (i) approve, and monitor compliance with the Company’s disclosure controls and procedures; determine whether information is inside information; (iii) determine whether inside information is to be announced as soon as possible or whether a delay is justified; (iv) review the scope, content and accuracy of disclosure; (v) review and approve any news releases dealing with significant developments in the Company’s business; and (vi) consider if a news release is needed if there are rumours about the Company or a leak of inside information and if a holding news release is needed.
Pursuant to the Corporate Disclosure Policies, insiders of the Company and Personnel with knowledge of confidential inside information about the Company or counter parties will be prohibited from trading securities of the Company or any counter-party until the information has been fully disclosed and a reasonable period has passed for the information to be widely disseminated.