GOVERNANCEGeneral The following describes Thundermin’s current corporate governance practices as prescribed by National Instrument 58-101 Disclosure of Corporate Governance Practices (“NI 58-101”) of the CSA. NI 58-101 generally addresses the constitution of boards of directors and board committees, their functions, their independence from management and other matters relevant to the issue of corporate governance. Board Mandate The Board of the Corporation has no specific mandate, its powers being all-encompassing. Responsibilities not delegated to senior management or to a committee of the Board remain those of the full Board. The Board does not believe that it is appropriate for it to be involved in the day-to-day management and functioning of the Corporation. It expects that senior management will be responsible for the effective management of the Corporation, subject to the Board’s stewardship responsibilities. Given the Board’s overall stewardship responsibilities, the board expects management of the Corporation to meet the following key objectives:
Board Composition A majority of the members of the Board of Directors are independent directors. An independent director is defined as a director who has no direct or indirect material relationship with the Corporation, being a relationship which could be reasonably expected to interfere with the exercise of a director’s independent judgement. Mr. John Heslop is considered to be non-independent by virtue of his management position with the Corporation and his employment with the Corporation. Mr. Harbinson is considered to be non-independent by virtue of his prior consulting agreement with the Corporation and the fact that he has been an executive officer of the Corporation within the last three years. The Board believes that Messrs. Heslop and Harbinson’s extensive knowledge of the Corporation’s business and affairs is beneficial to the other directors and that their participation as directors contributes to the effectiveness of the Board. Messrs. John Arnold, James W. Gill, Peter McCarter and Charles Page are considered to be independent directors. These determinations were made by the Board based upon an examination of the factual circumstances of each director and consideration of any interests, business or relationships, which any director may have with the Corporation. The independent directors do not currently hold regularly scheduled meetings at which non-independent directors and members of management are not in attendance. At the present time, the Board believes that the knowledge, experience and qualifications of its independent directors are sufficient to ensure that the Board can function independently of management and discharge its responsibilities. The Chairman of the Board, James W. Gill, is an independent director. The Corporation does not have a designated lead director. The Board utilizes its own in-house expertise to provide advice on current and anticipated matters of corporate governance. The frequency of meetings is contingent upon the current business operations being carried out by the Corporation. Position Descriptions The Board has developed written position descriptions for the Chairman of the Board and for the President and Chief Executive Officer. The Board believes that formulating such position descriptions is generally more appropriate for corporations of significantly larger size and complexity than the Corporation and which may have significantly larger boards of directors. With respect to management’s responsibilities, generally, any matters of material substance to the Corporation are submitted to the Board for, and are subject to, its approval. Such matters include those matters which must by law be approved by the Board (such as share issuances) and other matters of material significance to the Corporation, including any debt or equity financings, investments, acquisitions and divestitures, and the incurring material expenditures or legal commitments. The Board and/or its audit committee also reviews and approves the Corporation’s major communications with shareholders and the public including the annual report (and financial statements contained therein), quarterly reports to shareholders, the annual management information circular and Annual Information Form. The specific corporate objectives which the CEO is responsible for meeting (aside from the overall objective of enhancing shareholder value) are, in the Corporation’s case, typically related to the advancement, growth, management and financing of the Corporation and its mining projects and matters ancillary thereto.
Ethical Business Conduct The Board has not adopted a written code of conduct for its directors, officers and employees, as it believes that a written code of conduct is generally more appropriate for corporations of significantly larger size and complexity than the Corporation and which may have significantly larger boards of directors. The Board believes that its members and the employees are fully aware of and adhere to a code of conduct appropriate for public corporations. In order to ensure that the directors exercise independent judgment in considering transactions and agreements, the Board requires that all directors declare any conflicts of interest with issues or situations as they arise. This would include transactions/agreements in which a director/officer has material interest. Board Committees The Board has one committee, the (“Audit Committee”). The entire Board is responsible for matters such as establishing criteria for Board membership and for retirement therefrom, for compensation matters and for disclosure matters, such as approving Thundermin’s Annual Information Form (“AIF”), etc. |
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