"Corporate Governance",
as defined by the Toronto Stock Exchange, means the process
and structure used to direct and manage the business affairs
of the corporation with the objective of enhancing shareholder
value, which includes ensuring the financial viability of
the business. The process and structure define the division
of power and establish mechanisms for achieving accountability
among shareholders, the Board of Directors and management.
The direction and management of the business should take into
account the impact on other stakeholders such as employees,
customers, suppliers and communities.
Responsibilities and Organization of Board of Directors
The Board’s role is one of stewardship, to manage the
affairs of the company in the best interests of the company,
on behalf of its shareholders, in compliance with all applicable
laws and regulations and employing best practices related
to strategic planning and risk management.
Nayarit Gold’s Board consists of five directors. Four
board committees have been created to address the need to
carry out the company’s business activities in an appropriate
and effective manner and to synchronize with the regulatory
requirements for documentation of its governance practices.
Each committee has a charter outlining what the Board expects
of it and a policy dealing with the main area of responsibility.
These committees consist of the following:
Audit Committee
Review and approve financial disclosures, recommend and
facilitate external auditors, ensure adequate financial
practices with management including internal audit.
Corporate Governance and Nominations Committee
Review company’s corporate governance policies and
practices and recommend updates; review governance disclosure
in annual proxy and information circular; monitor board
composition, performance and needs and recommend any required
actions to maintain effective board and committee structure;
recommend committee compositions.
Disclosure Committee
Ensure timely, complete and factual disclosure is disseminated
as widely as needed; approve press releases.
Compensation Committee
Review and advise on Management succession, development
and compensation, as well as Company’s human resources
policies, strategies and issues.
Code of Business Conduct and Ethics
Nayarit Gold has developed a Code of Business Conduct and
Ethics which applies to all aspects of the company’s
activities and to all employees, officers and directors ensuring
that all actions reflect honesty, integrity and impartiality
that is beyond doubt.
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