 |
|
|
||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||
|
The Management and Board of Claude Resources Inc. recognizes its responsibility to all stakeholders of the Company. The Company continues to monitor its operations as well as regulatory requirements in Canada and the United States to ensure appropriate policies and practices exist. Director Code of Ethics Charter of the Nominating Corporate Governance Committee Charter of the Human Resources & Compensation Committee Charter of the Reserves Committee Corporate Governance Principles I. Purpose These Corporate Governance Principles, adopted by the Board of Directors of the Company, together with the charters of the Audit Committee, the Nominating & Corporate Governance Committee, Human Resources & Compensation Committee, Safety, Health & Environment Committee and the Reserves Committee of the Board, provide the framework for the governance of Claude Resources Inc. The Board will review these principles and other aspects of the Company annually or more often, as the Board deems necessary or appropriate. The Board of Directors of the Company is elected by and is responsible to the shareholders. The Company’s business is conducted by its employees, managers and officers, under the direction of the Chief Executive Officer (the CEO) and the oversight of the Board, to enhance the long-term value of the Company for its shareholders. The Board of Directors monitors the performance of the CEO and senior management to assure that the long-term interests of the shareholders are being served. II. Board of Directors Structure and Operations/Board Compensation Selection Process and Size of Board 1. Selection. The Nominating & Corporate Governance Committee, with input from the Chairman of the Board, is responsible for recommending to the Board (i) persons to be nominated by the Board for election at the Corporation’s Annual Meeting of Shareholders and (ii) nominees for Board membership to fill vacated or newly created positions on the Board. The invitation to join the Board shall be extended by the Board itself via the Chairman and CEO, together with an independent Director when appropriate. The Board proposes a slate of nominees to the shareholders for the election to the Board. The Board also determines the number of Directors on the Board, provided that there are at least 3 and not more than 15 Directors, as provided in the Articles of the Company. Between annual shareholder meetings, the Board may elect Directors to vacant Board positions to serve until the next annual meeting. Qualifications Directors should possess the highest personal and professional ethical standards, integrity and values, and be committed to representing the long-term interests of the shareholders. Directors must also have practical wisdom and mature judgment. Directors must be objective and inquisitive. The Company recognizes the value of diversity and we endeavor to have a diverse Board, with experience in business, government, education and technology, and in areas that are relevant to the Company’s activities. Directors must be willing to devote sufficient time to carrying out their duties and responsibilities effectively, and should be committed to serve on the Board for an extended period of time. Directors should be prepared to offer their resignation in the event of any significant change in their personal circumstances that could affect the discharge of their responsibilities as Directors of the Company, including a change in their principal job responsibilities. The Chairman of the Nominating & Corporate Governance Committee may recommend, to the full Board, acceptance or rejection of such an offer after consultation with the Committee members and the Chairman of the Board. Ordinarily, Directors who also serve as CEOs or in equivalent positions should not serve on more than two boards of public companies in addition to Claude Resources Inc., and other Directors should not serve on more than three other boards of public companies in addition to Claude Resources Inc. Board members who held directorships in excess of these limits at the time of adoption of these Corporate Governance Principles may maintain such directorships unless the Board determines that doing so would impair the Director’s discharge of his or her responsibilities on the Company board. Because of the value the Board places on having Directors who are knowledgeable about the Company and its operations, the Board does not believe that arbitrary term limits on Directors’ service are appropriate. Independence of Directors The Board will have a majority of Directors who will meet the criteria for independence as outlined in the Company’s “Board of Directors’ Independence Standards”. In addition to the requirement that a majority of the Board satisfy the independence standards discussed above, members of the Audit Committee must also satisfy additional independence requirements. Specifically, Audit Committee members may not directly or indirectly receive any compensation from the Company other than in their capacity as a member of the Audit Committee, Board or other standing committees. Board Committees The Board has established the following Committees to assist the Board in discharging its responsibilities: (i) Audit, (ii) Nominating & Corporate Governance, (iii) Human Resources & Compensation, (iv) Safety Health & Environment, and (v) Reserves. The Committee chairs report on the matters considered at each of their meetings to the full Board of Directors following each Committee meeting. Compensation of Board The Human Resources & Compensation Committee shall have the responsibility for recommending to the Board compensation for non-employee Directors. In discharging this duty, this Committee shall by guided by the following: (i) compensation should be competitive and fairly compensate Directors for the time and effort required of Board and Committee members,(ii) compensation should align Directors’ interests with the long-term interests of shareholders and (iii) the structure of Director compensation should be simple, transparent and easy for shareholders to understand. Each year the Human Resources & Compensation Committee shall review non-employee Director compensation. Committee Charters Each standing committee will have its own charter. The charters will set forth the purposes and responsibilities of the committees, the obligation to report to the Board, and if relevant, specific membership requirements. The Board will review the charter of each standing committee annually. Director Orientation and Continuing Education The Company shall provide an orientation for new Directors, and shall periodically provide materials or briefing sessions for all Directors on subjects that would assist them in discharging their duties. Each new Director shall, within six months of election to the Board, spend a day at corporate headquarters for personal briefings by senior management on the Company’s strategic plans, its financial statements, and its key policies and practices. Any other Director may also attend these orientation sessions. All Directors will be offered the opportunity to participate in continuing education programs. Access to Senior Management Non-employee Directors shall have full and complete access to managers of the Company and, if desired, without the supervisors of such managers present. Access to Independent Advisors The Board and its Committees shall have the right at any time to retain independent outside financial, legal or other advisors at Company expense. Director Stock Ownership Directors are expected to own 20,000 common shares within three years of joining the Board with a minimum of 5,000 shares being acquired each year. III. Meetings The Board of Directors ordinarily has four scheduled meetings a year. Directors ordinarily are expected to attend in person or via teleconference, all scheduled Board and Committee meetings, the annual meeting of shareholders, and are expected to review the materials provided to them in advance of each meeting. A majority of the members of a Committee shall constitute a quorum. The Board shall be responsible for its agenda. Each year, the Chairman will, through a business and strategic planning meeting, propose for the Board’s approval key issues of strategy, risk and corporate reputation to be scheduled and discussed during the course of the year. The Board will be invited to offer its suggestions. As a result of this process, a schedule of major discussion items for each year will be established. The non-employee Directors ordinarily will meet for a period of time at each regularly schedule Board meeting without management present. In the absence of the Chairman of the Board, the Directors have determined that the independent Director with the longest tenure on the Board will preside at such meetings, and also will serve as the presiding Director in performing such other functions as the Board may direct, including advising on the selection of committee chairs and advising the Chairman on the agenda for Board meetings. Conflicts of Interest and Concern Reporting The Board expects its Directors, as well as officers and employees, to act ethically at all times in accordance with applicable Company codes of ethics. If an actual or potential conflict of interest arises for a Director, the Director shall promptly inform the Chairman. If a significant conflict exists and cannot be resolved, the Director should resign. All Directors will excuse themselves from any discussion or decision affecting their personal, business or professional interests. The Board shall resolve any conflict of interest question involving the Chairman, or Board member, and the Board or designated committee thereof comprised of independent Directors shall resolve any conflict of interest question involving any other officer of the Company. Any person who wants to send a written communication to the Board, including any person who has a concern about the Company’s conduct, or about the Company’s accounting, internal accounting controls or auditing matters, may send a communication to the Chairman of the Audit Committee. Such communications may be confidential or anonymous, and may be e-mailed or submitted in writing to, Attention: The Chairman of the Audit Committee, Claude Resources Inc., 302 Laval Crescent, Saskatoon, Saskatchewan, S7H 4K8, or via email to auditchair@clauderesources.com. All such communications will be reviewed and addressed. The status of all outstanding communications will be reported to the Audit Committee on a quarterly basis. IV. Annual Performance Evaluation The Board and each of the Committees will perform an annual self-evaluation. Each of the Directors will be requested to provide his or her assessment of the effectiveness of the Board and the Committees on which he or she serves. If determined by the Board to be desirable, the Board may retain independent corporate governance experts to assist the Board and the Committees with the self-evaluations.
|
|
||||||||||||||||||||||||||||||
|
