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Corporate Governance &
Nominating Committee Charter
There shall be a committee of the Board of Directors (the
"Board") of Vaaldiam Mining Inc. (the "Corporation") known
as the Corporate Governance and Nominating Committee (the
"Committee").
GENERAL PURPOSE
The Committee has been established to assist the Board in (i)
identifying potential nominees to the Board; (ii) assessing
the effectiveness of the directors, the Board and the
various committees of the Board and the composition of the
Board and its committees; (iii) developing, reviewing and
planning the Corporation's approach to corporate governance
issues, including the public disclosure of the Corporation's
corporate governance practices; (iv) monitoring management's
succession plan for the Chief Executive Officer and other
senior management; and (v) overseeing enforcement of and
compliance with the Corporation's Code of Business Conduct.
COMPOSITION
The Committee membership shall be comprised of as many
members as the Board shall determine, but in any event not
fewer than three members. The Committee's composition shall
meet all independence, legal and regulatory requirements.
The Board shall designate the Chair of the Committee and in
so doing shall consider the recommendation of the Committee.
Each member shall continue to be a member until a successor
is appointed, unless the member resigns, is removed or
ceases to be a director. The Board, following consultation
with the Committee, may fill a vacancy at any time.
COMMITTEE MEETINGS
The Chairman of the Committee, following consultation with
Committee members, shall determine the schedule and
frequency of the Committee meetings provided that the
Committee shall meet a minimum of twice a year including
once prior to the Board meeting to approve the Corporation's
Statement of Corporate Governance Practices contained in the
management information circular for the Corporation's Annual
Meeting. Additional meetings will be scheduled as required
in response to specific circumstances. The Chairman of the
Committee shall develop and set the Committee's agenda in
consultation with members of the Committee, the Board and
management. To the extent possible, a schedule for each of
the meetings will be disseminated to Committee members as
early in each year as practicable. A detailed agenda for
each meeting will be disseminated to Committee members as
far in advance of each meeting as is practicable.
RESPONSIBILITIES
The Committee is mandated to carry out the following
responsibilities:
A. Board Composition
The Committee shall review with the Board on an annual basis
the current composition of the Board of Directors with a
view to ensuring that the members of the Board have the
independence, expertise, experience, personal qualities and
ability to make the necessary time commitment to the
Corporation in light of the opportunities and risks facing
the Corporation.
B. Nominations to the Board of Directors
The Committee shall propose to the Board nominees they
believe to be qualified to be directors, and in doing so,
shall consider both the opportunities and risks facing the
Corporation and the independence, expertise, experience,
personal qualities and ability to make the necessary time
commitment of a proposed nominee in order to add value to
the Corporation.
C. Committee Memberships
The Committee shall identify and recommend to the Board the
names of directors to serve as members of the Audit
Committee and such other committees as may exist from time
to time, as well as the Committee itself. In addition, the
Committee shall recommend to the Board a member of each
committee to serve as Chairman. The Committee shall identify
names of directors to fill vacancies on committees.
D. Effectiveness of the Board
The Board shall be responsible for developing and
implementing a program for assessing the effectiveness of
the individual directors, the Board and its committees,
including considering the experience and expertise of
members against the needs of each committee and the Board.
The Committee shall conduct an annual evaluation of the
Board's effectiveness and shall report the results of the
evaluation to the Lead Director and the Board.
E. Orientation and Education
The Committee shall cause to be provided an orientation and
education program to new Board members and continuing
education as necessary.
F. Approval of Independent Advice for Directors
The Committee shall consider and approve, if appropriate,
requests by individual directors to engage external special
advisors and approve the necessary funding to compensate
such advisors.
G. Organization Structure and Succession Planning
The Chief Executive Officer has the responsibility for the
organizational structure of the Corporation and its
management team and to present to the Committee an
assessment of its effectiveness and any proposed changes of
a significant or strategic nature.
The Committee shall:
- Monitor and report to the Board on the
organizational structure of the
Corporation's management, including an
assessment of the effectiveness of the
structure, and any organizational changes
proposed by the Chief Executive Officer.
- Monitor management's succession plan for
the Chief Executive Officer and other senior
management and periodically report to the
Board with recommendations on succession
planning issues.
H. Corporate Governance
The Committee shall:
- Review and assess the adequacy of the
Corporation's corporate governance system
annually and report to the Board, which
report shall include any recommendations
regarding the Corporation's corporate
governance practices which the Committee
deems appropriate. /li>
- Review the disclosure of the
Corporation's system of governance to be
contained in the Corporation's Annual Report
or management information circular to ensure
it constitutes full and complete disclosure
of such system in response to the TSX
Corporate Governance Guidelines and other
legal and regulatory requirements.
I. Review of Policies
The Committee shall review on an annual basis and approve
the Corporation's strategic corporate policies and material
amendments thereto including the Corporation's
Whistle-Blower and Complaints Policy, Policy on Trading in Tiomin Resources Inc.'s Securities, Corporate Disclosure,
Confidentiality and Employee Trading Policy and its Code of
Ethics and Business Conduct and other relevant policies
associated with ensuring an effective system of corporate
governance.
J. Code of Business Conduct Compliance and Waivers
The Committee shall be responsible for overseeing the
implementation of a compliance program for the Code of
Ethics and Business Conduct (the "Code") to ensure that all
directors, officers and employees are made aware of it and
comply with it. The Committee shall review with management
from time to time the enforcement of its terms. All
amendments, modifications or waivers with respect to the
Code shall be approved by the Committee and reported to, or
approved by, if appropriate, the Board. The Committee shall
oversee the disclosure of any waivers as required by law or
the TSX Corporate Governance Guidelines.
K. Report to Board
The Committee shall report periodically, but no less than
once annually, to the Board and shall submit to the Board
the minutes of its meetings.
L. Other
Perform any other activities consistent with this Charter,
the Corporation's by-laws or as delegated by the Board from
time to time.
RESOURCES
The Committee shall have the sole authority to retain (or
terminate) consultants to assist the Committee in
identifying candidates for nomination as directors or
appointment as the Chief Executive Officer or other senior
management position. The Committee shall be provided with
the necessary funding to compensate any advisors retained by
the Committee. The Committee shall have full access to the
Corporation's books, records, facilities and personnel.
REVIEW OF CHARTER
The charter of the Committee will be reviewed by the Board
at least once per year and modified if necessary.
DELEGATION OF AUTHORITY
The Committee may delegate its authority and duties to
subcommittees or individual members of the Committee as it
deems appropriate.
LIMITATION ON THE OVERSIGHT ROLE OF THE COMMITTEE
Nothing in this Charter is intended, or may be construed, to
impose on any member of the Committee a standard of care or
diligence that is in any way more onerous or extensive than
the standard to which all members of the Board of Directors
are subject.
Each member of the Committee shall be entitled, to the
fullest extent permitted by law, to rely on the integrity of
those persons and organizations within and outside the
Corporation from whom he or she receives information, and
the accuracy of the information provided to the Corporation
by such persons or organizations.
APPROVED by the Board on the 9th day of May, 2006. |
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