On 20 June 2017, the Board adopted a policy on board mandate and audit committee organisation which will be further amended with effect from Admission. Under the policy, the Board is responsible for supervising the management of and overseeing the conduct of the business of the Company, providing leadership and direction to management, evaluating management, setting policies appropriate for the business of the Company and approving corporate strategies and goals.
Whilst day-to-day management of the business and affairs of the Company is delegated by the Board to the President and Chief Executive Officer, the Board has certain specific duties and responsibilities including, amongst other things, approving, supervising and providing guidance on the strategic planning process, identifying the principal risks of the Company’s business and ensuring the implementation of appropriate systems to manage those risks, ensuring the Company has management of high calibre, overseeing the integrity of the Company’s internal control and management information systems, approving all capital plans and establishing priorities for the allocation of funds to ongoing operations and capital projects.
The Board must meet not less than three times during each year and will endeavour to hold at least one meeting in each fiscal quarter. The Board will also meet at any other time at the call of the President and Chief Executive Officer or, subject to the By-laws, of any Director.
On Admission the Board will comprise six Directors, of whom one will be an executive Director and five will be non-executive Directors. The Board considers John F.G. McGloin to be independent for the purposes of the QCA Code.
The Board comprises six Directors, of whom one is an executive Director and five are non-executive Directors. The Board considers John F.G. McGloin to be independent for the purposes of the QCA Code. None of the other non-executive directors (including the Chairman) are considered to be independent for the purposes of the QCA Code by virtue of the Options granted to them. In addition, Donald R. Njegovan is the nominated board representative of Osisko Development and D. Grenville Thomas and Kenneth A. Armstrong have served on the Board for more than nine years from the date of their first appointment. The Board intends, subject to identifying a suitable candidate, to appoint an additional UK-based independent non-executive director within 12 months of Admission to the AIM.
The Board has established an audit committee and, with effect from Admission, will establish a remuneration committee with formally delegated duties and responsibilities, as described below.
The primary function of the audit committee is to assist the Board in fulfilling its financial oversight responsibilities by reviewing the financial reports and other financial information provided by the Company to regulatory authorities and Shareholders, the Company’s systems of internal controls regarding finance and accounting and the Company’s auditing, accounting and financial reporting processes. The audit committee’s primary duties and responsibilities are to serve as an independent and objective party to monitor the Company’s financial reporting and internal control system and review the Company’s financial statements, to review and appraise the performance of the Company’s external auditors and to provide an open avenue of communication among the Company’s auditors, financial and senior management and the Board. The audit committee comprises Kenneth A. Armstrong, Patrick F.N. Anderson and John F.G. McGloin and is chaired by Kenneth A. Armstrong. The audit committee will meet at least four times a year or more frequently as circumstances dictate. The audit committee will meet at least annually with the Chief Financial Officer and the Company’s external auditor in separate sessions.
The remuneration committee will be constituted with effect from Admission and will be responsible for determining and agreeing with the Board the framework for the remuneration of the executive Directors and other key employees and, within the terms of the agreed framework, determining the total individual remuneration packages of such persons including, where appropriate, bonuses, incentive payments and share options or other share awards. The remuneration of non-executive Directors will be a matter for the Chairman and the executive members of the Board. No Director will be involved in any decision as to his or her own remuneration. The remuneration committee will initially comprise Patrick F.N. Anderson and John F.G. McGloin. The remuneration committee will meet at least twice a year and otherwise as required.
Board and executive officer diversity policy
On 4 June 2020, the Board adopted a board and executive officer diversity policy relating to diversity, including gender diversity, among the Board, executive management and the general organisation of the Company.
The purpose of the policy is to promote an environment for the consideration of diversity of the Board and the composition of management. Under the policy, the potential benefits of a diverse leadership to the sustained success of the Company are recognised and the Board is tasked to consider, in its director nomination recommendations, an appropriate level of diversity, including gender diversity. Under the policy, the Board is responsible for identifying individuals qualified to become new Board members based on the guidelines for the composition of the Board also adopted on 4 June 2020.
The guidelines include a commitment for the Board to seek out highly qualified individuals diverse in gender, ethnicity, race, age, and culture to include in the pool from which Board nominees are evaluated and chosen as and when required for board expansion or the normal renewal process of change.
The Board may consider setting targets, and making recommendations related thereto for consideration and approval of the Board, with respect to the diversity of the Board and executive management as and when determined appropriate given the size and stage of the Company.
In view of the size of the Company, the Board will not establish a nominations committee. However, with effect from Admission the Company’s policy on board mandate and audit committee reorganisation will require the Board to consider the principles of the QCA Code on matters of nomination and succession in addition to its Board and executive officer diversity policy.
The Company does not plan to pay cash dividends on the Common Shares for the foreseeable future. The Board anticipates that the Company’s financial resources will be utilised to finance the development of the Group’s activities. The Board will, however, review periodically the Company’s dividend policy.
Corporate disclosure and insider trading policy
The Company has a corporate disclosure and insider trading policy in respect of its listing on the TSX-V which applies to its Directors, officers, employees and consultants of the Company. This disclosure policy outlines the Company’s approach towards the determination and dissemination of material information, the circumstances under and methods through which the confidentiality of information will be maintained, and restrictions on the trading of the Company’s securities.
The Company has adopted, with effect from Admission, a revised policy on corporate disclosure and insider trading for Directors, officers, other persons discharging managerial responsibilities and employees of the Group for the purpose of ensuring compliance by such persons with the provisions of the AIM Rules relating to dealings in the Company’s securities (including, in particular, rule 21 of the AIM Rules) and the Market Abuse Regulation 596/2014 EU as applied in the UK. The Directors consider that this policy is appropriate for a company whose shares are admitted to trading on AIM.
The Company will take proper steps to ensure compliance by the Directors and applicable employees with the terms of the corporate disclosure and insider trading policy and the relevant provisions of the AIM Rules (including rule 21).