There are five standing committees of the Board: the Audit and Risk Management Committee; the Compensation Committee; the Corporate Governance and Disclosure Policy Committee; the Pre-Clearance Committee and the Technical Committee. The Board may, from time to time, establish ad hoc committees to address special business issues.
The Audit and Risk Management Committee presently consists of three directors: Anna Biolik, John Byrne (committee chair) and Layton Croft, all of whom are independent of management. The Audit and Risk Management Committee is responsible for monitoring the company’s accounting and financial reporting processes and the systems in place to manage the principal operational risks faced by Erdene, including internal control and management of information systems. This committee is responsible for overseeing the Corporation’s processes for identifying and managing financial, technical and businesses risks.
The Audit and Risk Management Committee is also responsible for reviewing and approving the interim consolidated financial statements and for reviewing and recommending the annual consolidated financial statements to the Board of Directors for approval, and renewing and appraising the audit efforts of the Corporation’s external auditor. All of the members of the Audit and Risk Management Committee are expected to have the ability to read and understand a balance sheet, an income statement and a cash flow statement. At least one member is required to have the ability to analyze and interpret a full set of financial statements, including the notes attached thereto in accordance with International Financial Reporting Standards. The Audit and Risk Management Committee meets a minimum of four times per year.
View the Company’s Audit and Risk Management Committee Charter here.
The Compensation Committee presently consists of three directors: Layton Croft (committee chair), Ken MacDonald and David Mosher. The mandate of the Compensation Committee is to review the performance, compensation and succession planning of the executive officers of Erdene and to ensure the proper administration of the company’s Incentive Stock Option and Deferred Stock Unit Plans. This committee is also responsible for reviewing and recommending all executive benefits plans and executive prerequisites for approval by the Board of Directors. The Compensation Committee meets twice a year.
View the Company’s Compensation Committee Charter here.
The Corporate Governance and Disclosure Policy Committee presently consists of three directors: Anna Biolik (committee chair), John Byrne and Layton Croft. This committee oversees the development and maintenance of the corporate governance practices of the Corporation and guides all regulatory disclosure requirements and the company’s disclosure practices, including its Insider Trading Policy. This committee is responsible for ensuring that appropriate systems, processes and controls for disclosure are in place and to review all news releases and core disclosure documents before their release or filing.
The responsibility for proposing new nominees to the Board and for assessing directors on an ongoing basis is assumed by the full Board of Directors, and every director is entitled to bring the matter to the Board. While it is open to any director to propose new nominees to the Board for consideration, the Corporate Governance and Disclosure Policy Committee reviews the qualifications of candidates for Board membership and the slate of candidates for directors to be nominated for election by Shareholders at annual general meetings of Shareholders. The Corporate Governance and Disclosure Policy Committee meets a minimum of four times a year.
View the Company’s Corporate Governance and Disclosure Policy Committee Charter here.
The Corporation, supported by the Company’s Corporate Governance and Disclosure Policy Committee, believes that decisions regarding the nomination of Directors and the appointment of Executive Officers should be based on merit and remains committed to selecting the best persons to fulfill these roles. At the same time, the Corporation recognizes that diversity among its Directors and Executive Officers will support balanced debate which, in turn, will enhance decision making.
The Corporation recognizes “diversity” as any dimension that can be used to differentiate groups and people from one another including gender, ethnicity, disability and geographical backgrounds. The Corporation recognizes and acknowledges the important role that people from these diverse groups but with appropriate and relevant skills and experience, play in contributing to the Corporation’s stewardship and management.
View the Company’s Diversity Policy here.
The Pre-Clearance Committee presently consists of Peter Akerley, President and CEO (committee chair) and Robert Jenkins, Chief Financial Officer. This committee is responsible for pre-clearing trades in the company’s securities by the officers and directors of Erdene, and members of their families who reside with them, in accordance with the company’s Pre-Clearance Policy.
View the Pre-Clearance Policy here.
The Technical Committee presently consists of four directors: Peter Akerley, Kenneth MacDonald, David Mosher, and Hedley Widdup (committee chair), who individually have extensive experience in mining and mineral exploration. This committee assists management in reviewing technical matters relating to exploration, development, permitting, resources and reserves on mineral properties, as well as other technical and operational aspects of mining activities before they are submitted to the Board of Directors.
View the Company’s Technical Committee Charter here.