Board, Committees and Policies

Board 

On April 19, 2024, the Board adopted an amended and restated board mandate and committee organisation. 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 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 with the input of executive management 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 Chief Executive Officer or, subject to the By-laws, of any Director.

As of April 1, 2024, the Board comprises seven Directors, of whom one is an interim executive Director and seven are non-executive Directors. The Board considers John F.G. McGloin, Stephen Gatley and Samantha Hoe-Richardson 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 Tony Trahar is the nominated board representative of Vison Blue Resources. 

The Board has established an audit committee, a remuneration committee and a sustainability committee with formally delegated duties and responsibilities, as described below.

Board Committees 

Audit Committee 

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’s charter is set out in the board mandate and committee organisation.

As of April 1, 2024, the audit committee comprises Kenneth A. Armstrong (Chair), Patrick F.N. Anderson, Tony Trahar and Samantha Hoe-Richardson. Under Part 6 of National Instrument 52-110 – Audit Committees (“NI 52-110”), the audit committee must be composed of a minimum of three directors, a majority of whom must not be executive officers, employees or control persons of the Company or of an affiliate of the Company. Although a majority of the members of the audit committee is not currently comprised of individuals who are not such executive officers, employees or control persons, the Company is relying on the exemption in section 6.1.1(4) of NI 52-110 which allows Kenneth A. Armstrong to be treated as neither an executive officer nor an employee for a period of six months from his appointment as Interim CEO. However, the audit committee does not have at least two independent members as recommended by the QCA Code.

The audit committee meets at least four times a year or more frequently as circumstances dictate. The audit committee meets at least annually with the Company’s external auditor in a separate session. 

Remuneration Committee 

The remuneration committee is responsible for determining and agreeing with the Board the framework for the remuneration of the executive Directors and executive management 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 is a matter for the Chairman and the executive members of the Board. No Director is involved in any decision as to his or her own remuneration. The terms of reference of the remuneration committee are set out in the board mandate and committee organisation.

As of April 1, 2024, the remuneration committee comprises John F.G. McGloin (Chair), Don Njegovan, Tony Trahar and Samantha Hoe-Richardson. Accordingly, not all the members of the remuneration committee are independent as recommended by the QCA Code. 

The remuneration committee meets at least four times a year and otherwise as required. 

Sustainability Committee

The sustainability committee was constituted in September 2022, to provide leadership in the direction and implementation of our sustainability programme and was launched in February 2023. The committee is responsible for embedding the Company’s commitment to responsible business practices by overseeing the development of our sustainability programme and monitoring the Company’s governance, health and safety, environmental and social performance. A primary goal for the committee, once the programme is sufficiently developed, is public disclosure of the company’s sustainability approach and performance to a recognised industry standard. The sustainability committee comprises Stephen Gatley (Chair), Patrick F.N. Anderson and Samantha Hoe-Richardson. The sustainability committee meets at least four times each year, or more frequently as required.

Board Policies

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.

Board Nominations

In view of the size of the Company, the Board will not establish a nominations committee. However, the Company’s policy on board mandate and committee reorganisation requires 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. 

Dividend 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 adopted a policy on corporate disclosure and insider trading for Directors, officers, other persons discharging managerial responsibilities and employees of the Group. The policy outlines the Company’s approach in respect of its listing on the TSX-V 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 policy also ensures compliance by Directors, officers, other persons discharging managerial responsibilities and employees of the Group 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 takes 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).