The Board discharges its responsibilities directly and through its committees, currently consisting of the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee.
The purposes of the Audit Committee are to assist the Great Lakes Graphite Board’s oversight of: the integrity of the Corporation’s consolidated financial statements; the Corporation’s compliance with legal and regulatory requirements; the qualifications and independence of the Corporation’s independent auditors; and the performance of the independent auditors and the Corporation’s internal audit function.
The Audit Committee of the Corporation’s Board of Directors is principally responsible for: recommending to the Corporation’s Board the external auditor to be nominated for election by the Corporation’s shareholders at each annual meeting and negotiating the compensation of such external auditor; overseeing the work of the external auditor; reviewing the Corporation’s annual and interim consolidated financial statements, Management’s Discussion and Analysis regarding earnings before they are reviewed and approved by the Board and publicly disseminated by the Corporation; and reviewing the Corporation’s financial reporting procedures to ensure adequate procedures are in place for the Corporation’s public disclosure of financial information extracted or derived from its consolidated financial statements, other than disclosure described in the previous paragraph.
The purpose of the Compensation Committee of the Board of Directors of Great Lakes Graphite Inc. is to:
- oversee the Company’s compensation and benefits policies generally;
- oversee and set compensation for the Company’s executive officers;
- evaluate executive officer performance and review the Company’s management succession plan; and
- review compensation related disclosure to be filed or submitted by the Company pursuant to Applicable Rules.
Nominating and Corporate Governance Committee
The purpose of the Governance Committee is to make recommendations to the Board relating to develop and recommend to the Board a set of corporate governance principles applicable to the Corporation and to identify and recommend individuals to the Board for nomination as members of the Great Lakes Graphite Board of Directors and its committees.
The Governance Committee is responsible for reviewing with the Board of Directors, on a periodic basis, the requisite skills and characteristics of prospective Board members as well as the composition of the Board of Directors as a whole. This assessment will include member’s contribution, qualification as independent, as well as consideration of diversity, age, skills and experience in the context of the needs of the Board of Directors.
The board identifies new candidates for Board nomination by considering experience and qualifications in the areas of mining, mineral processing, manufacturing, financial reporting, capital markets and public company stewardship. The Board seeks members who have skills and experiences in these areas and will augment its membership of the Board of Directors from time to time as considered necessary in order to ensure experience and skills from these areas are reflected on the Board at all times.
The Governance Committee periodically reviews the charters of the Board and the committees of the Board; assists the Chairman of the Board in carrying out his responsibilities; considers and, if thought fit, approves requests from directors for the engagement of independent counsel in appropriate circumstances; prepares and recommends to the Board a set of corporate governance guidelines, the Code of Business Conduct and Ethics and annually prepares and reviews the Corporation’s Governance disclosure when included in the Corporation’s management information circular; annually reviews the Board’s relationship with management to ensure the Board is able to, and in fact does, function independently of management; assists the Board by identifying individuals qualified to become Board members and members of Board committees; leads the Board in its annual review of the Board’s performance; and assists the Board in monitoring compliance by the Corporation with legal and regulatory requirements.