Governance

The Board and senior management consider good corporate governance to be central to the effective and efficient operation of the Company. The Board is committed to a high standard of corporate governance practices. The Board believes that this commitment is not only in the best interest of the Shareholders, but that it also promotes effective decision making at the Board level.

The Board believes that it functions independently of Management and reviews its procedures on an ongoing basis to ensure that it is functioning independently of Management. The Board meets without Management present, as circumstances require. When conflicts arise, interested parties are precluded from voting on matters in which they may have an interest. Considering the suggestions contained in National Policy 58-201 – Corporate Governance Guidelines, the Board convenes meetings, as deemed necessary, of the independent directors, at which non-independent directors and members of Management are not in attendance.

See Nominating Committee for more information on Board of Directors.

The Board has adopted a written code of business conduct and ethics to encourage and promote a culture of ethical business conduct amongst the directors, officers, employees and consultants of the Company. Copies of the Company’s code of conduct are available upon written request from the CEO or CFO of the Company. The Nominating and Corporate Governance Committee (the “Nominating Committee”) is responsible for ensuring compliance with the Company’s code of conduct. There have been no departures from the Company’s code of conduct since its adoption.

In addition to those matters which, by law, must be approved by the Board, the approval of the Board is required for:

• the Company’s annual business plan and budget;
• major acquisitions or dispositions by the Company; and
• transactions which are outside of the Company’s existing business.

To ensure the directors exercise independent judgment in considering transactions and agreements in which a director or officer has a material interest, all such matters are considered and approved by the independent directors. Any interested director would be required to declare the nature and extent of his interest and would not be entitled to vote at meetings of directors which evoke such a conflict.

The Company believes that it has adopted corporate governance procedures and policies which encourage ethical behaviour by the Company’s directors, officers and employees.

The names of the Directors currently serving on the Company’s Committees are listed on page 17 of the Management Information Circular dated April 30, 2018 (the “MIC”). The MIC is posted at www.SEDAR.com and listed on the website, in the Investors section, under the heading “Annual General Meeting”.

The Audit Committee’s Charter – The directors of the Company have adopted a Charter for the Audit Committee, which sets out the Audit Committee’s mandate, organization, powers and responsibilities. The full text of the Audit Committee Charter is set out as Schedule “A” in the MIC.

Composition of the Audit Committee – All the members of the Audit Committee are ‘independent’ and ‘financially literate’ (as defined in National Instrument 52-110 – Audit Committees (“NI 52-110”) adopted by the Canadian Securities Administrators).

To be considered ‘independent’, a member of the Audit Committee must not have any direct or indirect “material relationship” with the Company. A “material relationship” is a relationship which could, in the view of the board of directors of the Company, be reasonably expected to interfere with the exercise of a member’s independent judgment.

To be considered ‘financially literate’, a member of the Committee must have the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company’s financial statements.

Audit Committee Oversight – At no time during the Last Financial Year have any recommendations by the Audit Committee respecting the appointment and/or compensation of the external auditors of the Company not been adopted by the Board.

Pre-Approval Policies and Procedures – The Audit Committee has adopted specific policies and procedures for the engagement of non-audit services as described in its Charter.

The Compensation Committee of the Board reviews the compensation of the directors and senior officers. The Compensation Committee reviews and makes recommendations to the Board regarding the granting of stock options to directors and senior officers, compensation for senior officers, and compensation for senior officers’ and directors’ fees, if any, from time to time. Senior officers and directors may be compensated in cash and/or equity for their expert advice and contribution towards the success of the Company. The form and amount of cash compensation will be evaluated by the Compensation Committee, which will be guided by the following goals:

• compensation should be commensurate with the time spent by senior officers and directors in meeting their obligations and reflective of the compensation paid by companies similar to the Company in size, business and stage of development; and
• the structure of the compensation should be simple, transparent and easy for shareholders to understand. Shareholders will be given the opportunity to vote on all new or substantially revised equity compensation plans for directors as required by regulatory policies.

The Nominating Committee of the Board holds the responsibility for the appointment and assessment of directors.

The Nominating Committee seeks to achieve a balance of knowledge, experience and capability among the members of the Board. When considering candidates for director, the Nominating Committee takes into account a number of factors including, but not limited to, the following (although candidates need not possess all of the following characteristics and not all factors are weighted equally):

• personal qualities and characteristics, accomplishments and reputation in the business community;
• current knowledge and contacts in the countries and/or communities in which the Company does business and in the Company’s industry sectors or other industries relevant to the Company’s business; and
• the ability and willingness to commit adequate time to Board and committee matters and be responsive to the needs of the Company.

The Board will periodically assess the appropriate number of directors on the Board and whether any vacancies on the Board are expected due to retirement or otherwise. If vacancies are anticipated, or otherwise arise, or the size of the Board is expanded, the Nominating Committee will consider various potential candidates for director. Candidates may come to the attention of the Nominating Committee through current directors or management, shareholders or other persons. These candidates will be evaluated at regular or special meeting of the Nominating Committee and may be considered at any point during the year.

The Nominating Committee considers candidates for directors by annual review of the credentials of nominees for re-election to be named in the management’s proxy’s materials. The annual review considers an evaluation of the effectiveness of the Board and the performance of each director, the continuing validity of the credentials underlying the appointment of each director and the continuing compliance with the eligibility rules under applicable conflict of interest guidelines.

The Nominating Committee, whenever considered appropriate, may direct the Chairman of the Board to advise each nominee director, prior to appointment to the Board, of the credentials underlying the recommendation of such nominee director’s candidacy. The Nominating Committee may recommend to the Board at the annual meeting of the Board, the allocation of Board members to each of the Board committees, and where a vacancy occurs at any time in the membership of any Board committee, the Nominating Committee may recommend to the Board a member to fill such vacancy. The Nominating Committee has the sole authority to retain and terminate any search firm to be used to identify nominee director candidates, including the sole authority to approve fees and other terms of such retention. The Nominating Committee monitors on a continuing basis and, whenever considered appropriate, makes recommendations to the Board concerning the corporate governance of the Company.

The Corporation’s core values include respect, integrity and a commitment to the protection of life, health and the environment for present and future generations.  The main purpose of the Technical and Corporate Responsibility (“TCR”) Committee is to review, monitor and make recommendations to the Board of Directors in respect of the technical, health and safety, environmental, community, business conduct, risk management, human rights policies and activities of the Corporation in order to verify that such policies and activities reflect, and are in accordance with, the Corporation’s core values.

Additionally, the TCR Committee will assist the Board in carrying out its responsibilities with respect to overseeing the exploration and operating activities of the Corporation with respect to the Lost Cities – Cutucu Project, from a technical, financial, budgeting and scheduling perspective.

The TCR Committee may review or investigate any activities of the Corporation relating to technical, health and safety, environmental, community relations, business conduct and human rights and will have unrestricted access to any officers and employees of the Corporation, independent consultants and advisors at reasonable costs, and such information and resources as the Committee considers necessary in order to perform its duties and responsibilities.

The areas of responsibility of the TCR Committee include:

• Operations Oversight: in carrying out its responsibility to assist the Board in overseeing the exploration and operational activities of the Corporation from a technical, financial and scheduling perspective, the Committee will meet regularly with Management, in person or by telephone, to review and monitor progress and report its findings to the Board;
• Corporate Social Responsibility: The Corporation is committed to the respect of communities directly impacted by its activities, and to the overall health and safety of its stakeholders, its employees and their families. The Corporation believes that a safe and healthy workplace is a moral imperative reflecting the Corporation’s respect for the individual. The Corporation is committed to the protection of the environment through the responsible stewardship of its properties. Protection of the environment is essential to the health of the communities and resources upon which the Corporation relies, and is beneficial to, the Corporation and its stakeholders.
• Health and Safety: The TCR committee’s responsibilities with respect to safety and health matters shall include reviewing and making recommendations, as appropriate, regarding the Corporation’s safety and health program, including corporate occupational health and safety policies and procedures. It shall also satisfy itself that Management of the Corporation monitors trends and reviews current and emerging issues in the safety and health field and evaluates their potential impact on the Corporation.
• Environment: The TCR Committee’s responsibilities with respect to environmental matters shall include reviewing and making recommendations, as appropriate, regarding the Corporation’s environmental management program, including corporate environmental policies and procedures. It shall also satisfy itself that Management of the Corporation monitors trends and reviews current and emerging issues in the environmental field and evaluates their potential impact on the Corporation.
• Community: The TCR Committee’s responsibilities with respect to community responsibility matters will include recommending actions for developing social policies, programs, procedures and activities in communities where the Corporation conducts its business to ensure that the principles set out in such policies are being adhered to and achieved and to integrate such activities with, and participate in, local communities as good corporate citizens.  The TCR Committee will also receive reports from Management on the social responsibility programs, including diversity, social inclusion, community relations, sustainable development and security policies and procedures.  It shall recommend actions to ensure meaningful and transparent engagement and communications with all stakeholders and seek to build mutually beneficial relationships with the communities that are impacted by the Corporation’s activities.  It shall monitor the Corporation’s contribution to social development and a culture of continuous improvement in its workforce.  The TCR Committee shall ensure that Management is monitoring trends and reviewing current and emerging issues in the corporate social responsibility field and evaluating their potential impact on the Corporation.  It shall review reports from Management on the Corporation’s corporate social responsibility performance to assess the effectiveness of the program and to evaluate recommended changes that may improve effectiveness.