GOVERNANCE
The Board of Directors of the Company assumes responsibility for the stewardship of the Company and, insofar as it allows management to direct the Company's activities on a day to day basis, the Board of Directors has established broad parameters for governance of the Company. The Company is exploring and evaluating mineral properties in the
The Company has two independent directors. The Board has an independent committee for proposing new nominees (the Nominations Committee) to the Board. Each member has considerable experience in the running of public and mining/resource companies. As a result of the experience within the Board of Directors and their associations with publicly-traded companies, an orientation program has not been provided to them, however, should new Directors without this experience be elected by the shareholders, then appropriate information would be provided.
The Company's committees are the Audit Committee, Nominations Committee and the Compensation Committee. All three Committees are comprised of a majority of independent directors. The Board of Directors have reviewed this Corporate Governance Statement and concurs that it accurately reflects the Company's activities.
At Directors' Meetings, the strategic plan and focus of the Company are reviewed along with the ability of management to continue to deliver on these corporate objectives. The Company does have a Lead Director who is an independent director.
The Audit Committee of the Board is composed of a majority of independent Directors. Currently the Company does not have an Audit Committee Financial Expert (as required under the Sarbanes-Oxley Act in the
The Board approves annual capital and operating plans and monitors these performances against the plans as well as assesses the various business risks associated with these activities to determine the level that is acceptable to the Company. The Board relies on senior management to ensure the integrity of the Company's internal controls and management information systems. The Board has reviewed the Company's Communication Policy.
The Company has a Communication Policy to ensure that there is Continuous Disclosure to shareholders and that the guidelines for the various Exchanges and Commissions and well as practices followed as they relate to an
