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Management
Board of Directors
Corporate Directory
Corporate Governance
Whistle-Blower Policy
Code of Ethics
Health and Safety Policy
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 CORPORATE GOVERNANCE OF THE CORPORATION General The board believes that good corporate governance improves corporate performance and benefits all shareholders. The Canadian Securities Administrators (the "CSA") have adopted National Policy 58-201 Corporate Governance Guidelines, which provides non-prescriptive guidelines on corporate governance practices for reporting issuers such as the Corporation. In addition, the CSA have implemented National Instrument 58-101 Disclosure of Corporate Governance Practices ("NI 58-101"), which prescribes certain disclosure by the Corporation of its corporate governance practices. This disclosure is presented below. The Corporation's approach to corporate governance is the responsibility of the Corporate Governance and Nominating Committee, which is composed entirely of independent directors. In designing the Corporation's approach to corporate governance, this committee has considered the corporate governance measures that are appropriate for a business of the size and stage of development of the Corporation and believes that the Corporation's corporate governance practices are appropriate for the Corporation. Composition and Independence of the Board of Directors The board is currently comprised of eight (8) directors. All are independent, for the purposes of NI 58-101 with the exception of David Fennell, who is the Executive Vice-Chairman of the Corporation and provides services to the Corporation through his company, Laurentian Mountain Investments Ltd., and Anthony Walsh, who is the President and Chief Executive Officer of the Corporation. Anthony Petrina, the Chair of the Board, is an independent director. As an independent Chair Mr. Petrina's responsibilities include ensuring that the Board represents shareholders' interests. The Board operates independently of management. Independent members of the Board met without management present at 4 regular quarterly Board meetings during 2006. For each scheduled and special board meeting in 2006, all directors were in attendance either by telephone or in person, with the exception of the following:
Certain of the directors are also directors of other reporting issuers as follows:
Board Mandate According to the Board Mandate, the Board is responsible for the stewardship and the general supervision of the management of the business of the Corporation and has final accountability for the Corporation and its employees. The Board shall act in the best interests of the Corporation and its shareholders and will discharge its responsibilities directly and through its committees. Each committee shall have its own mandate. The Board shall meet regularly, but not less than once quarter to review the business operations, corporate governance and financial results of the Corporation. Regularly scheduled meetings of the Board will also include meetings of the independent members of the Board without management being present. The primary functions of the Board are to:
The Corporation does not have any requirement for directors to own a specific number of shares of Corporation as this is not a common requirement of mineral exploration companies comparable to the Corporation. Position Descriptions The Board has developed written position descriptions for the Board Chair, Committee Chairs and directors at large. Also, the Board, together with the CEO, has developed a written description for the CEO. Orientation and Continuing Education New Board members receive an orientation package which includes reports on operations and results, and public disclosure filings by the Corporation. Board meetings are mostly held at the Corporation's facilities and are combined with tours and presentations by the Corporation's management and employees to give the directors additional insight into the Corporation's business. Board members are also encouraged, at the expense of the Corporation, to participate in activities that enhance their knowledge of the industry and their evolving experiences and roles as directors of the Corporation. In addition, management of the Corporation makes itself available for discussion with all Board members. Ethical Business Conduct The Board has adopted a written Code of Ethics by which it and all employees of the Corporation abide. All members of the Corporation are provided with a copy of the Code of Ethics which they are required to confirm in writing to have read and understood. A copy of the Code of Ethics is available on SEDAR at www.sedar.com. The Board monitors compliance with the Code of Ethics by regular reporting from the Corporation's management. The Audit and Risk Management Committee (the "Audit Committee") has established a "Whistleblower Policy" which provides that breaches of the Code of Ethics may be reported directly to the Chairman of the Audit Committee. The Board requires all directors to disclose any activities or relationships which could have the potential for a conflict of interest. The Board encourages and provides an overall culture of ethical conduct. The Board's practice is to nurture this culture of ethical behaviour by ensuring it conducts itself in a best practice manner. All directors and employees of the Corporation are fully aware that violations of the Code of Ethics will be addresses with disciplinary action and could result in dismissal. Nomination of Directors The full Board of the Corporation is responsible for determining the competencies, skills and personal qualities it should seek in a new Board member, in light of the opportunities and risks facing the Corporation. The Board reviews the size and qualifications of the Board and the composition of the Committees of the Board on an annual basis. The Corporate Governance and Nominating Committee, composed of four independent directors, is responsible for recommending prospective Board members to fill vacancies on the Board. The Corporate Governance and Nominating Committee identifies potential nominees through individuals known to members of the Board or recommended through individuals known to members of the Board. Evaluation of Directors The Corporate Governance and Nominating Committee annually conducts formal processes for evaluating and assessing individual director performance, the performance of Board committees, the performance of the Board as a whole and the performance of the Chairman of the Board. These processes are conducted by the Chairman of the Corporate Governance and Nominating Committee using detailed questionnaires submitted to each Board member. The results are compiled by the Chairman of the Corporate Governance and Nominating Committee and reported to the whole Board. Compensation The Human Resources Committee, which is composed entirely of independent directors, has general responsibility for developing the Corporation's approach to director and officer compensation. Pursuant to its mandate, it is responsible for the following:
The Committee examines the compensation with reference to industry standards for companies of a similar size and nature. In its current review, the Committee agreed that in most respects, Board compensation was adequate. Board Committees In addition to the Audit and Risk Management Committee, the Human Resources Committee and the Corporate Governance and Nominating Committee, the Corporation also has an Executive Committee which has been established to oversee corporate events that require a working group that reports to the Board (i.e. corporate transactions) and a Safety and Environmental Committee which is responsible to ensure that the Corporation establishes health, safety and environmental policies for its mining operations and to review their appropriateness on an ongoing basis and to report to the Board on a regular basis. From time to time, the Board may appoint such additional committees as it deems necessary and appropriate in order to discharge its duties. Majority Voting Policy The Board of Directors has adopted a policy which provides that if there is an uncontested election of directors and any nominee receives a greater number of "withhold" votes than votes "for" his or her election, the Corporate Governance and Nominating Committee (the "Committee") will undertake an evaluation of the appropriateness of the director's continued service on the Board. The Committee will consider all factors it deems relevant including, without limitation, the stated reasons why shareholders withheld votes for election from such director, the length of service and qualifications of such director, the director's contributions to the Corporation and the availability of other qualified candidates for director. The Committee's evaluation will begin promptly following certification of the voting results and will be forwarded to the Board to permit the Board to act on it no later than 90 days following the date of the shareholders' meeting. If the Board determines that remedial action is appropriate, the director shall promptly take whatever action is requested by the Board, including resignation from the Board of Directors. The Corporation will publicly disclose the Board's decision, providing an explanation of the process by which the decision was reached and, if applicable, the reasons for not requesting the director's resignation. Any director who is the subject of the evaluation described in this section will not participate in Committee or Board considerations of the appropriateness of his or her continued service. The Corporation's common shares are listed on The American Stock Exchange ("AMEX"). Section 110 of the AMEX Company Guide permits AMEX to consider the laws, customs and practices of foreign issuers in relaxing certain AMEX listing criteria, and to grant exemptions from AMEX listing criteria based on these considerations. A company seeking relief under these provisions is required to provide written certification from independent local counsel that the non-complying practice is not prohibited by home country law. A description of the significant ways in which the Corporation's governance practices differ from those followed by domestic companies pursuant to AMEX standards is as follows: Shareholder Meeting Quorum Requirement The AMEX minimum quorum requirement for a shareholder meeting is one-third of the outstanding shares of common stock. In addition, a company listed on AMEX is required to state its quorum requirement in its bylaws. The Corporation's quorum requirement is set forth in its Articles. A quorum for a meeting of shareholders of the Corporation is two persons present and being, or representing by proxy, members holding not less than 5% of the issued shares entitled to be voted at such meeting. Proxy Delivery Requirement AMEX requires the solicitation of proxies and delivery of proxy statements for all shareholder meetings, and requires that these proxies shall be solicited pursuant to a proxy statement that conforms to SEC proxy rules. The Corporation is a "foreign private issuer" as defined in Rule 3b-4 under the 1934 Act, and the equity securities of the Corporation are accordingly exempt from the proxy rules set forth in Sections 14(a), 14(b), 14(c) and 14(f) of the Securities Exchange Act of 1934, as amended. The Corporation solicits proxies in accordance with applicable rules and regulations in Canada. The foregoing is consistent with the laws, customs and practices in Canada. In addition, the Corporation may from time-to-time seek relief under from AMEX requirements on specific transactions under Section 110 of the AMEX Company Guide by providing written certification from independent local counsel that the non-complying practice is not prohibited by the Corporation's home country law, in which case, the Corporation shall make the disclosure of such transactions available on the Corporation's website at www.miramarmining.com. Information contained on the Corporation's website is not part of this Proxy Circular. |
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