Mogotes Metals is an exploration and development stage mining company engaged in the business of acquiring and exploring mineral properties in Argentina and Chile. The principal property interest of the Company is the Filo Sur Project.
The Board is currently composed of six directors; Allen Sabet, Peter Mullens, Stephen Nano, Anees Sabet and Philip Williams and Carlos Braun. NI 58-101 suggests that the board of directors of a public company should be constituted with a majority of individuals who qualify as “independent” directors.
NI 52-110 provides that a director is independent if he or she has no direct or indirect “material relationship” with the company. “Material relationship” is defined as a relationship which could, in the view of the Board, be reasonably expected to interfere with the exercise of a director’s independent judgment.
Of the members of the Board, Mr. Allen Sabet, the President and CEO of the Company, and Mr. Anees Sabet are not considered to be “independent” within the meaning of NI 52-110. The remaining directors are considered to be “independent” within the meaning of NI 52-110.
The mandate of the Board is to supervise the management of the Company and to act in the best interests of the Company. The Board acts in accordance with:
1. the OBCA;
2. the Company’s articles of incorporation;
3. the charters of the committees of the Board; and
4. other applicable laws and company policies.
The Board approves all significant decisions that affect the Company before they are implemented. The Board supervises their implementation and reviews the results.
The Board is actively involved in the Company’s strategic planning process. The Board discusses and reviews all materials relating to the Company’s strategic plan with management. The Board is responsible for reviewing and approving the strategic plan. At least one Board meeting each year is devoted to discussing and considering the strategic plan, which takes into account the risks and opportunities of the business. Management must seek the Board’s approval for any transaction that would have a significant impact on the strategic plan.
The Board periodically reviews the Company’s business and implementation of appropriate systems to manage any associated risks, communications with investors and the financial community and the integrity of the Company’s internal control and management information systems. The Board will also monitor the Company’s compliance with its timely disclosure obligations and reviews material disclosure documents prior to distribution. The Board will periodically discuss the systems of internal control with the Company’s external auditor.
The Board is responsible for choosing the President, the CEO and the CFO and appointing senior management and for monitoring their performance and developing descriptions of the positions for the Board, including the limits on management’s responsibilities and the corporate objectives to be met by the management.
The Board is responsible for approving all the Company’s major communications, including annual and quarterly reports, financing documents and press releases. The Board is responsible for approving the Company’s communication policy that covers the accurate and timely communication of all important information.
The Board has established a Nominating and Corporate Governance Committee consisting of two independent directors. The current members of the Nominating and Corporate Governance Committee are Peter Mullens (Chair) and Philip Williams.
The Board has adopted a written charter setting forth the composition, purpose, authority and responsibility of the Nominating and Corporate Governance Committee.
The Nominating and Corporate Governance Committee will consist of at least two independent directors.
The Nominating and Corporate Governance Committee’s purpose is to (i) identify individuals qualified to be nominated as members of the Board, (ii) recommend director nominees for each annual meeting of the Company’s shareholders and director nominees to fill any vacancies that may occur between meetings of shareholders, (iii) be aware of the best practices in corporate governance and develop and recommend to the Board a set of corporate governance standards to govern the Board, its committees, the Company and its employees in the conduct of the business and affairs of the Company, (iv) consider the diversity of the Board, including the level of representation of women and other designated groups, and (v) develop and oversee the annual Board and Board committee evaluation process.
The Nominating and Corporate Governance Committee is responsible for, among other things:
• making recommendations to the Board regarding the size and composition of the Board,
• considering and recruiting candidates for director nominees based upon recommendations from current outside directors, members of management, outside consultants or search firms, and/or shareholders taking into consideration, among others, (i) the appropriate size and composition of the Board, (ii) the competencies and skills that the Board considers to be necessary for the Board as a whole to possess, (iii) the personal and professional integrity of the candidate, (iv) the level of education and/or business experience; and (v) the level of understanding of the Company’s business and the industry in which it operates other industries relevant to the Company’s business,
• reviewing at least annually, the Company’s corporate governance guidelines and recommend changes to the Board as deemed necessary,
• providing director orientation and continuing education, and
• reviewing the structure and composition of the committees of the Board.
The following table sets forth the directors of the Company who currently hold directorships with other reporting issuers:
Following the Closing Date, the Board, under the recommendation of the Nominating and Corporate Governance Committee, will establish an appropriate comparative group of public companies of similar size and stage of development in the mineral exploration industry. The Board will use this comparative group to determine the future compensation for its executives.The Board determines the compensation of the Company’s officers, based on industry standards and the Company’s financial situation.
In addition to the standing committees of the Board, independent committees will be appointed from time to time, when appropriate.
It is not currently intended that the Board will formally review the contributions of individual directors; however, the current size of the Board is expected to facilitate informal discussion and evaluation of members’ contributions within that framework. All directors and/or committee members are free to make suggestions for improvement of the practice of the Board and/or its committees at any time and are encouraged to do so.
The Board will also monitor the adequacy of information given to directors, communication between the board and management and the strategic direction and processes of the board and the Audit Committee.
The Board of the Company briefs all new directors on the nature of the business of the Company, its corporate and organizational structure, the corporate strategy and its implementation, the policies of the Board and other relevant corporate and business information.
