Olivut Resources Ltd. has established a set of corporate governance policies and charters to promote the effective functioning of the Board of Directors and its Committees and to set forth a common set of expectations as to how the Board should manage its affairs and perform its responsibilities.
The Company has two Committees that assist the Board with its overall responsibilities. These consist of the Audit Committee, and the Compensation & Governance Committee. The Audit Committee is guided by the Company’s governing statute and its regulators, whereas the Compensation & Governance Committee deals with important matters from within the Board and the Company’s responsibilities. Each Committee has a charter outlining what the Board expects of it. Company policies outline responsibilities with respect to insider trading, disclosure and business ethics and conduct. These policies may focus on particular Committees and their work, while others apply to the full range of the Company and its activities. The Corporation’s Corporate Governance practices comply with the rules of the Ontario Securities Commission regarding Corporate Governance matters.
The Corporation’s Committees and their membership are as follows:
Craig Reith, CA, Chairman
The Audit Committee was created by the Board of Directors and reports directly to it. All committee members are appointed by the Board of Directors. The Audit Committee has the general mandate to (i) ensure the Corporation effectively maintains the necessary management systems and controls to allow for timely and accurate reporting for the purpose of safeguarding shareholder value and to meet all relevant regulatory requirements and (ii) to provide recommendations to the Board of Directors in the area of management systems and controls. The Audit Committee reviews the general policies submitted by the Corporation’s management in connection with financial reporting and internal controls; it deals with all matters relating thereto, including, without limitation, reviewing and evaluating periodically public financial reports, the work of outside auditors, the structure of the accounting and internal control department and the efficiency of the records and systems used. The committee makes the relevant recommendations to the Board of Directors, which then exercises its decision-making authority.
Mr. Reith and Ms. Dowdall are independent of the Corporation and financially literate within the meaning of applicable Canadian securities laws. Mr. Reith, particularly, has education and experience that is relevant to the performance of his duties as Chair of the Audit Committee, including his CPA, Chartered Accountant designation, his experience at KPMG and his responsibilities in various senior financial roles during the course of more than twenty years at Four Seasons Hotels Inc.
The Corporation has not relied on any exemptions under Multilateral Instrument 52-110 – Audit Committees .
Compensation & Governance Committee:
Sharon Dowdall, Chairman
The Compensation and Corporate Governance Committee assists the Board in developing the Company’s approach to corporate governance issues, proposing new Board nominees and assessing the effectiveness of the Board and its committees. It has the general mandate to oversee and safeguard the human capital of the Corporation and to provide recommendations to the board of directors. Among other things, it is responsible to review the annual performance and compensation of the Chief Executive Officer of the Corporation and other senior executive officers and to make recommendations to the board of directors in respect of compensation for directors. Ms. Dowdall and Mr. Reith are considered “independent” as that term is defined in National Policy 58-201 – Corporate Governance Guidelines.