TSX.V: KGC    Last: 0.16    Chg: 0    Vol: 5050

Current as of 2017-06-22 - 10:37:00 with a 15 minute delay

COMPANY

IN THE NEWS

Kestrel Gold Options the Val-Jual Pro...   05. 2.2017
Kestrel Gold Inc. "Kestrel" or the "Company") (KGC:TSX-V) is pleased to announce that it has entered into an option agreement with acclaimed prospe...

Kestrel Gold Options the Clear Creek,...   04.27.2017
Kestrel Gold Inc. ("Kestrel" or the "Company") (KGC:TSX-V) is pleased to announce that it has entered into option agreements with veteran prospecto...

KESTREL GOLD INC. Announces Re-filing...   01.30.2017
Kestrel Gold Inc. (the “Corporation” or “Kestrel”) (TSX-V: KGC) (currently suspended from trading) announces that it has re-filed its Manag...


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 Yukon and Argentina with the aim of bringing these properties to production. The Company has several projects specifically located in Argentina and therefore the Board identifies the principal risks associated with doing business in Argentina . The management team of the Company is small in number and there are no specific succession planning and training systems in place. Therefore, the Board will react as required to any changes in senior management. The Board ensures that communication practices are maintained with both the shareholder base and as required by regulatory authorities. The Board ensures the integrity of the Company's internal controls and management information systems.

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 United States ). The Board does not currently have a policy as it relates to Directors appointing independent outside advisors, however, should an opportunity or situation arise, the Board would review the same and would seek out the best advice available to it. The Compensation Committee does approve the compensation of senior management and the Board does have a strategic plan for the Company and monitors these activities.

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 Alberta incorporated company. Systems are in place so that press releases are drafted and reviewed internally and externally prior to them being issued and accountability rests with the management in this regard.