Position Descriptions


A.
Position Description for Chief Executive Officer

The Chief Executive Officer’s primary role is to take overall supervisory and managerial responsibility for the day to day operations of the Company’s business and to manage the Company in an effective, efficient and forward-looking way and to fulfill the priorities, goals and objectives determined by the Board in the context of the Company’s strategic plans, budgets and responsibilities set out below, with a view to increasing shareholder value. The Chief Executive Officer is responsible to the Board.

Without limiting the foregoing, the Chief Executive Officer is responsible for the following:

  1. develop and maintain the Company’s goal to operate to the highest standards of the industry;

  2. maintain and develop with the Board strategic plans for the Company and implement such plans to the best abilities of the Company;

  3. provide quality leadership to the Company’s staff and ensure that the Company’s human resources are managed properly;

  4. provide high-level policy options, orientations and discussions for consideration by the Board;

  5. together with any special committee appointed for such purpose, maintain existing and develop new strategic alliances and consider possible merger or acquisition transactions with other mining companies which will be constructive for the Company’s business and will help enhance shareholder value;

  6. provide support, co-ordination and guidance to various responsible officers and managers of the Company;

  7. ensure communications between the Company and major stakeholders, including and most importantly the Company’s shareholders, are managed in an optimum way and are done in accordance with applicable securities laws;

  8. provide timely strategic, operational and reporting information to the Board and implement its decisions in accordance with good governance, with the Company’s policies and procedures, and within budget;

  9. act as an entrepreneur and innovator within the strategic goals of the Company;

  10. co-ordinate the preparation of an annual business plan or strategic plan;

  11. ensure appropriate governance skills development and resources are made available to the Board;

  12. provide a culture of high ethics throughout the organization; and

  13. take primary responsibility for the administration of all of the Company’s subareas and administrative practices.


B.
Position Description for Chairman of the Board

Purpose

The Chairman of the Board shall be a director who is designated by the full Board to act as the leader of the Board.

Who May Be Chairman

The Chairman will be selected amongst the directors of the Company who have a sufficient level of experience with corporate governance issues to ensure the leadership and effectiveness of the Board.

The Chairman will be selected annually at the first meeting of the Board following the annual general meeting of shareholders.

Responsibilities

The following are the responsibilities of the Chairman. The Chairman may delegate or share, where appropriate, certain of these responsibilities with the Corporate Governance and Compensation Committee and/or any other independent committee of the Board:

  1. Chairing all meetings of the Board in a manner that promotes meaningful discussion.

  2. Providing leadership to the Board to enhance the Board’s effectiveness, including:

    1. Ensuring that the responsibilities of the Board are well understood by both management and the board;

    2. Ensuring that the Board works as a cohesive team with open communication;

    3. Ensuring that the resources available to the Board (in particular timely and relevant information) are adequate to support its work;

    4. Together with the Corporate Governance and Compensation Committee, ensuring that a process is in place by which the effectiveness of the Board and its committees (including size and composition) is assessed at least annually; and

    5. Together with the Corporate Governance and Compensation Committee, ensuring that a process is in place by which the contribution of individual directors to the effectiveness of the Board is assessed at least annually.

  3. Managing the Board, including:

    1. Preparing the agenda of the Board meetings and ensuring pre-meeting material is distributed in a timely manner and is appropriate in terms of relevance, efficient format and detail;

    2. Adopting procedures to ensure that the Board can conduct its work effectively and efficiently, including committee structure and composition, scheduling, and management of meetings;

    3. Ensuring meetings are appropriate in terms of frequency, length and content;

    4. Ensuring that, where functions are delegated to appropriate committees, the functions are carried out and results are reported to the Board;

    5. Ensuring that a succession planning process is in place to appoint senior members of management when necessary;

    6. Together with any special committee appointed for such purpose, approaching potential candidates once potential candidates are identified, to explore their interest in joining the Board and proposing new nominees for appointment to the Board and its committees; and

    7. Ensuring procedures are established to assess and recommend new nominees for appointment to the Board and its committees.

  4. Acting as liaison between the Board and management to ensure that relationships between the Board and management are conducted in a professional and constructive manner. This involves working with the Corporate Governance and Compensation Committee to ensure that the Company is building a healthy governance culture.

  5. At the request of the Board, representing the Company to external groups such as shareholders and other stakeholders, including community groups and governments.

C. Position Description for the Lead Director

Purpose

The Board will appoint a Lead Director in circumstances in which the Chairman of the Board is not considered independent under applicable securities laws, in order to provide independent leadership to the Board and for the other purposes set forth below.

Who May Be a Lead Director

The Corporate Governance and Nominating Committee will recommend a candidate for the position of Lead Director from among the independent members of the Board. The Board will be responsible for approving and appointing the Lead Director.

The Lead Director will hold office at the pleasure of the Board, until a successor has been duly elected or appointed or until the Lead Director resigns or is otherwise removed from the office by the Board.

Responsibilities

The Lead Director will provide independent leadership to the Board and will facilitate the functioning of the Board independently of the Company's management. Together with the Chair of the Corporate Governance and Nominating Committee, the Lead Director will be responsible for the corporate governance practices of the Company.

The Lead Director will:

  1. in conjunction with the Chair of the Corporate Governance and Nominating Committee, provide leadership to ensure that the Board functions independently of management of the Company;

  2. chair meetings of independent directors or non-management directors held following Board meetings;

  3. in the absence of the Chairman, act as chair of meetings of the Board;

  4. recommend, where necessary, the holding of special meetings of the Board;

  5. review with the Chairman and the Chief Executive Officer items of importance for consideration by Board;

  6. consult and meet with any or all of the Company's independent directors, at the discretion of either party and with or without the attendance of the Chairman, and represent such directors in discussions with management of the Company concerning corporate governance issues and other matters;

  7. together with the Chairman, ensure that all business required to come before the Board is brought before the Board, such that the Board is able to carry out all of its duties to supervise the management of the business and affairs of the Company, and together with the Chairman and the Chief Executive Officer, formulate an agenda for each Board meeting;

  8. together with the Chairman and the Chair of the Corporate Governance and Nominating Committee, ensure that the Board, committees of the Board, individual directors and senior management of the Company understand and discharge their duties and obligations under the approach to corporate governance adopted by the Board from time to time;

  9. mentor and counsel new members of the Board to assist them in becoming active and effective directors;

  10. facilitate the process of conducting director evaluations;

  11. promote best practices and high standards of corporate governance; and

  12. perform such other duties and responsibilities as may be delegated to the Lead Director by the Board from time to time.

D. Position Description for Chief Financial Officer

The Chief Financial Officer’s primary role is to take overall supervisory and managerial responsibility for the financial reporting, internal budgeting and controls, as well as ongoing regulatory compliance and adherence to sound corporate governance practices.

Without limiting the foregoing, the Chief Financial Officer is responsible for the following:

  1. The Board of directors (board) in consultation with the President and Chief Executive Officer shall appoint the Chief Financial Officer of the Company for such term or terms as the board deems advisable.

  2. The performance of the Chief Financial Officer shall be evaluated annually by the Board of Directors. The Chief Financial Officer may be removed or replaced at any time if the Chief Financial Officer's performance does not meet the expectations of the Board of Directors.

  3. The Chief Financial Officer shall be accountable to the Board of Directors.

  4. The Chief Financial Officer is responsible for the financial and administrative aspects of the company’s affairs, including those related to the operation of its assets, under the direction of the President and Chief Executive Officer and in support of the president and Chief Executive Officer’s overall responsibilities to the board.

  5. The Chief Financial Officer is responsible for all financial and reporting matters including accounting, management reporting and analysis, statutory financial statements and tax.

  6. The Chief Financial Officer manages the company’s insurance needs as identified from time to time in coordination with the board and with the President and Chief Executive Officer.

  7. The Chief Financial Officer is responsible for the company’s cash management, treasury operations, accounting policies and procedures in line with the Company’s overall policies and regulatory requirements.

  8. The Chief Financial Officer establishes adequate and appropriate internal controls and ensuring that they continue to work effectively as the Company grows.

  9. The Chief Financial Officer is a key member of the senior management team and is ‘manager’ of the budget process, business planning process and analysis of business cases.

  10. The Chief Financial Officer will improve and maintain the accounting and finance functions of the Company, including its data and information systems, through its various advisers, service providers and staff.

The Chief Financial Officer arranges to obtain and maintain other facilities and functions of the Company of an administrative nature as may be appropriate to the needs of the company and requested from to time by the President and Chief Executive Officer.

 
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