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The board of directors of the Company (the “Board”) and senior management consider good corporate governance to be central to the effective and efficient operation of the Company. The Board has confirmed the strategic objective of the Company is seeking out and exploring mineral bearing deposits with the intention of developing and mining the deposit or proving the feasibility of mining the deposit for others.
National Instrument 58-101 (Disclosure of Corporate Governance Practices) (“NI 58-101”) requires the Company to disclose its corporate governance practices by providing in the information circular the disclosure required by Form 58-101F2. National Policy 58-201 (Corporate Governance Guidelines) (“NP 58-201”) establishes corporate governance guidelines which apply to all public companies. The Company has reviewed its own corporate governance practices in light of these guidelines. In certain cases, the Company’s practices comply with the guidelines, however, the Board considers that some of the guidelines are not suitable for the Company at its current stage of development and therefore these guidelines have not been adopted. The Company will continue to review and implement corporate governance guidelines as the business of the Company progresses and becomes more active in operations. The Company intends to formalize certain corporate governance practices which to date, have been followed, but have not yet been committed to written policy. For example, the Board is reviewing a draft Code of Conduct which will be discussed, modified and implemented throughout the Company.
Board of Directors
The Board is currently composed of five directors. NP 58-201 recommends that the board of directors every listed company should be constituted with a majority of individuals who qualify as "independent" directors within the meaning that term is given in Multilateral Instrument 52-110 (Audit Committees) (“MI 52-110”), which instrument provides that a director is “independent” if he or she has no direct or indirect “material relationship” with the Company. “Material relationship” is defined as a relationship which could, in the view of the Board, be reasonably expected to interfere with the exercise of a director’s independent judgment. Of the proposed nominees, Marc C. Henderson (President & CEO) and Peter Mullens (Vice-President, Exploration) are members of senior management and accordingly are not considered to be “independent” of the Company within the meaning of MI 52-110. Each of the remaining three (3) directors is considered by the Board to be “independent” within the meaning of MI 52-110. In assessing director independence and making the foregoing determinations, the circumstances of each director have been examined in relation to a number of factors. The Board recently appointed John G. Booth as non-executive Chairman of the Board.
Roles and Responsibilities of the Board
The Board participates fully in assessing and approving strategic plans and prospective decisions proposed by management. A significant portion of each regular Board meeting is devoted to strategic plans and opportunities available to the Company. Such discussions enable directors to gain a fuller appreciation of planning priorities and provides the opportunity for directors to give constructive feedback to management.
In order to ensure that the principal business risks borne by the Company are appropriate, the Board receives and comments on periodic reports from management on operations, and discussions often include questions concerning the risks and risk management of certain proposed strategies.
The Board regularly monitors the financial performance of the Company, including receiving and reviewing detailed financial information contained in management reports. The Board, directly and through the Audit Committee, assesses the integrity of the Company’s internal control and management information systems.
The Board supervises the management of the business and affairs of the Company and is mandated to act with a view to the best interests of the Company. The Board holds regular meetings to review the business and affairs of the Company and to make any decisions relating thereto. The Board believes that it functions independently of management. In the past, the Board had not established a practice of holding in-camera sessions (no management present) as a regular part of each Board meeting, but in 2009 the Board established this practice would be a regular agenda item. The Board is small, and is comprised of individuals who have known each other in a business context for a number of years. This relationship among directors has been constructive. However, when conflicts do arise, interested parties will be precluded from voting on matters in which they may have an interest.
The Board believes that the foregoing steps are sufficient to enable it to exercise independent judgment in carrying out its responsibilities.
Meetings of the Board and Committees of the Board
The Board intends to meet a minimum of four times per year, usually every quarter and following the annual meeting of the shareholders of the Company. Each committee of the Board intends to meet at least once a year or more frequently as deemed necessary by the applicable committee. For example, the audit committee meets every quarter to report to the Board on approval of the draft financial statements, notes and Management’s Discussion and Analysis. The frequency of meetings other than quarterly or annual financial discussions and the nature of the meeting agendas are dependent upon the nature of the business and affairs of the Company faces from time to time.
The table below sets out the attendance by the directors at meeting during the financial year ended December 31, 2008:
|
Director |
Board Meetings Attended/ Board Meetings Held |
Audit Committee Meetings Attended |
Compensation Committee Meetings Attended |
|
Marc. C. Henderson |
5/5 |
N/A |
N/A |
|
D. Scott Patterson |
5/5 |
4/4 |
3/3 |
|
Peter Mullens |
3/5 |
N/A |
N/A |
|
John G. Booth |
5/5 |
4/4 |
3/3 |
|
Paul Wilkens |
5/5 |
4/4 |
3/3 |
As is evident from the table above, most of the directors have attended all of the meetings, with the exception of Mr. Mullens who missed two meetings due to travel. Mr. Mullens is based in Australia, and travels to North America at least twice per year in connection with Board meetings and shareholder events including the Annual General Meeting.
Directorships
The following table sets forth the directors of the Company who currently hold directorships with other reporting issuers:
|
Name of Director |
Reporting Issuer |
|
Marc C. Henderson |
Aquiline Resources Inc (President & CEO and director).; Lydian International Ltd. (director); Treasury Metals Inc. (non-executive Chairman) |
|
John G. Booth |
H20 Innovation (2000) Inc., Maya Gold & Silver Inc. |
|
Peter Mullens |
Lydian International Ltd. |
Position Descriptions
Given the small size of the Company’s infrastructure, the Board does not feel that it is necessary at this time to formalize position descriptions for the Chairman of each committee of the Board, or the President and Chief Executive Officer in order to delineate their respective responsibilities. Accordingly, the roles of the executive officers of the Company are delineated on the basis of the customary practice. The Company does have an Audit Committee Charter, which delineates the role of the Committee Chair as well as the responsibilities of each member.
Orientation and Continuing Education
The Board does not have a formal orientation or education program for its members. The Board’s continuing education is typically derived from correspondence with the Company’s legal counsel to remain up to date with developments in relevant corporate and securities’ law matters. Additionally, historically board members have been nominated who are familiar with the Company and the nature of its business. The Company also has an advisory board of individuals who represent specific areas of expertise within the nuclear fuel cycle. The Company held in 2008 a strategy session with all members of the Board (in person) and the advisory board members in order to discuss corporate strategy, corporate governance, management of risk, exit planning and operational timelines. A similar meeting was held in 2009. It is the intent of the Company to continue these strategy sessions on an annual basis, or more frequently if the Board deems appropriate.
Ethical Business Conduct
The Board has adopted a written code of conduct for the directors, officers and employees of the Company. This Code of Business Conduct & Ethics is available on SEDAR at http://www.sedar.com/. A paper copy is also available, upon request, from the Chief Financial Officer of Laramide. This Code is distributed to all new employees. Currently, all new employees receive a package upon commencing employment which is specific to the subsidiary employing them. Management and officers also receive the Insider Trading policy, and depending on their level of responsibility and knowledge of material events, are required to adhere to insider black-out periods. Any breaches of conduct are reported by the individual supervisor to senior management, and are then reported to the Board.
Nomination of Directors
The Nominating and Governance Committee is responsible for identifying individual qualified to become Board members and recommending that the Board select director nominees for each next annual meeting of the Company’s stockholders, and ensuring that the Audit, Nominating and Governance and Compensation Committees of the Board have the benefit of qualified and experienced “independent directors”. The Committee reviews possible candidates for Board memberships consistent with the Board’s criteria for selecting new directors, conducts a performance evaluation of the individual directors and of the Board and its Committees, recommends a slate of nominees to the Board with respect to nominations for the Board at the annual meeting of the Company’s stockholders, makes recommendations to the Board relating to composition of Board committees and advises the Board on committee member qualifications, committee member appointments and removals, committee structure and operations (including authority to delegate subcommittees).
Other Board Committees
The Board has established an Audit Committee, a Nominating and Governance Committee and a Compensation Committee. From time to time, when appropriate, ad hoc committees of the Board may be established by the Board.
Compensation Committee
The Compensation Committee consists of Messrs. Wilkens (Chair), Patterson and Booth each of whom are considered independent directors. The Compensation Committee has been established to assist the Board in settling compensation of directors and senior executives, and developing and submitting to the Board recommendations with regard to other employee benefits. The Compensation Committee will review on an annual basis the adequacy and form of compensation of the senior executives and directors to ensure that such compensation reflects the responsibilities, time commitment and risk involved in being an effective executive officer or director, as applicable.
Nominating and Governance Committee
The Nominating and Governance Committee consists of Messrs. Wilkens (Chair), Patterson and Booth, each of whom are considered independent directors. The Nominating and Governance Committee has been established to assist the Board in identifying individuals qualified to become Board members and recommending that the Board select director nominees for each annual meeting of the Company’s stockholders, and ensuring the Audit, Nominating and Governance and Compensation Committees have the benefit of qualified and experienced “independent” directors. The Nominating and Governance Committee will review and assess on an annual basis the adequacy of its charter and recommend any proposed changes to teh Board for approval.
Audit Committee
The Audit Committee consists of Messrs. Patterson (Chair), Wilkens and Booth, each of whom are considered independent directors. The Audit Committee operates under guidelines established by MI 52-110. In addition to carrying out its statutory legal responsibilities (including review of the Company’s annual financial statements), the Audit Committee reviews accounting policies and issues and all financial reporting, including interim financial statements and management’s discussion and analysis in the Company’s annual report. The Audit Committee meets with the Company’s external auditors (with and without management) and with members of management at least once a year to assist it in the effective discharge of its duties. The Audit Committee also recommends to the Board the firm to be appointed as the Company’s auditors and the terms of their remuneration.
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