Nominating and Corporate Governance Committee Charter
CHARTER OF THE NOMINATING AND CORPORATE GOVERNANCE
COMMITTEE
OF
AMR MINERAL METAL INC.
(the "Company")
GENERAL
PURPOSE AND RESPONSIBILITIES
1.
The Committee's purpose is to assist the Board with:
(a)
developing, reviewing and planning the Company's approach to corporate
governance issues, including developing a set of corporate governance principles
and guidelines specifically applicable to the Company; ~
(b)
identifying and recommending to the Board potential new nominees to the
Board;2
(c)
monitoring management's succession plan for the CEO and other senior
management; 3 and
(d)
overseeing enforcement of and compliance with the Company's Code of Business
Conduct.4
Z.
DEFINITIONS AND INTERPRETATION
2.1
Definitions
In this Charter:
(a)
"Board" means the board of directors of the Company;
(b)
"CEO" means chief executive officer;
(c)
"Chair" means the chair of the Committee;
~ NP 58-201 s. 3.4(g).
z NP 58-201, s. 3.13.
' NP 58-201, s. 3.4(d).
4
NP 58-201, s. 3.9.
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(d)
"Committee" means the nominating and corporate governance committee of the
Board;
(e)
"Director" means a member of the Board;
(~
"Independent" shall have the meaning ascribed to it under s. 1.4 and s. 1.5 of NI
52-110; and
(g)
"NP 58-201" means National Policy 58-201 —
Guildelines.
Corporate Governance
Interpretation
2.2
The provisions of this Charter are subject to the provisions of the articles, the
applicable provisions of the Business Corporations Act (British Columbia) (the "BCBCA"),
applicable securities laws and any other applicable legislation.
CONSTITUTION AND FUNCTIONING OF THE COMMITTEE
3.
ESTABLISHMENT AND COMPOSITION OF COMMITTEE
3.1
Establishment of Nominatin~ and Corporate Governance Committee
The Committee is hereby established with the constitution, function and
responsibilities herein set forth.
Anuointment and Removal of Members of the Committee
3.2
(a)
Board Appoints Members. The members of the Committee shall be appointed by
the Board.
(b)
Annual Appointments. The appointment of inembers of the Committee shall take
place annually at the first meeting of the Board after a meeting of the shareholders
at which Directors are elected, provided that if the appointment of inembers of the
Committee is not so made, the Directors who are then serving as members of the
Committee shall continue as members of the Committee until their successors are
appointed.
(c)
Vacancies. The Board may appoint a member to fill a vacancy which occurs in
the Committee between annual elections of Directors.
(d)
Removal of Member. Any member of the Committee may be removed from the
Committee by a resolution of the Board.
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Number of Members
3.3
The Committee shall consist of (three] or more Directors.s
Qualification and Independence of Members
3.4
(a)
Qualification of Members. A Director is not required to have any specific
qualifications in order to serve as a member of the Committee.6
(b)
Independence of Members. Each member of the Committee shall be
Independent.~
4.
COMMITTEE CHAIR
4.1
Board to Appoint Chair
The Board shall appoint the Chair from the members of the Committee or if it
fails to do so, the members of the Committee shall appoint the Chair of the Committee from
among its members.
4.2
Chair to be Appointed Annuallv
The designation of the Committee's Chair shall take place annually at the first
meeting of the Board after a meeting of the members at which Directars are elected, provided
that if the designation of Chair is not so made, the Director who is then serving as Chair shall
continue as Chair until his or her successor is appointed.
S.
5.1
COMMITTEE MEETINGS
uorum
A quorum of the Committee shall be two members.
5.2
Secretary
The Chair shall designate from time to time a person who may, but need not, be a
member of the Committee, to be Secretary of the Committee.
5
There is no requirement that there be three (or any other specific number) of directors on the Nominating
and Corporate Governance Committee.
6
NP 58-201, s. 3.11 recommends that the charter clearly establish member qualifications.
' NP 58-201, s. 3.10. Issuers are not required to comply with the independence guideline in NP 58-201, but
if all members of the Nominating and Corporate Governance Committee are not independent it will be
required to disclose what steps the board takes to ensure an objective nominating process. See Form 581O1F1 secti~n 6.
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5.3
Time and Place of Meetin~s
The time and place of the meetings of the Committee and the calling of ineetings
and the procedure in all things at such meetings shall be determined by the Committee; provided,
however, the Committee shall meet at least four times per year on a quarterly basis.
5.4
Right to Vote
Each member of the Committee shall have the right to vote on matters that come
before the Committee.
5.5
Invitees
The Committee may invite Directors, officers and employees of the Company or
any other person to attend meetings of the Committee to assist in the discussion and examination
of the matters under consideration by the Committee,
C).
AUTHORITY OF COMMITTEE
6.1
Retaining and Compensating Advisors
The Committee shall have the authority to engage any outside advisor that it
determines to be necessary to permit it to carry out its duties. The Committee shall have the
authority to approve related fees and retention terms of any such advisor.8
6.2
Subcommittees
The Committee may form and delegate authority to subcommittees if deemed
appropriate by the Committee.9
~.
REMUNERATION OF COMMITTEE MEMBERS
Members of the Committee and the Chair shall receive such remuneration for
their service on the Committee as the Board may determine from time to time.
SPECIFIC DUTIES AND RESPONSIBILITIES
S.
CORPORTATE GOVERNANCE MATTERS
8.1
Corporate Governance
The Committee shall:
NP 58-201, s. 3.16
NP 58-201, s. 3.16
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develop a set of corporate governance principals and guidelines that are
specifically applicable to the Company;to
(b)
review and assess the adequacy of the Company's corporate governance system
annually and report to the Board, which report shall include any recommendations
regarding the Company's corporate governance practices which the Committee
deems appropriate;
(c)
monitor developments and changes in corporate governance best practices and
standards and requirements by all applicable regulating agencies, self-regulatory
bodies and stock exchanges;
(d)
review the disclosure regarding the Company's system of governance to be
contained in the Company's annual report or management information circular to
ensure it constitutes full and complete disclosure of such system in response to NI
58-101 and other applicable legal and regulatory requirements.
9.
NOMINATING MATTERS
9.1
Board Comnosition
The Committee shall review with the Board on an annual basis the current
composition of the Board of Directors as a whole with a view to ensuring that the members of
the Board have the independence, expertise, experience, personal qualities and ability to make
the necessary time commitment to the Company in light of the opportunities and risks facing the
Company.
Nominations to the Board
9.2
The Committee shall identify individuals believed to be qualified to become
Board members, consistent with criteria approved by the Board, and to recommend to the Board
the nominees to stand for election at the Company's annual meeting of shareholders or, if
applicable, at a special meeting of the shareholders. In case of vacancy in the office of a director
(including a vacancy created by an increase in the size of the Board), the Committee shall
recommend to the Board an individual to fill each such vacancy either through appointment by
the Board or through election by shareholders. In recommending candidates, the Committee shall
take into consideration the criteria approved by the Board, including any set forth in the Board's
corporate governance guidelines, and such other factors as it deems appropriate. These factors
shall include judgment, skill, integrity, independence, diversity, experience with business and
organizations of comparable size, the interplay of a candidate's experience with the experience of
other Board members, willingness to commit the necessary time and energy to serve as director,
and a genuine interest in the Company's business, and the extent to which a candidate would be a
10
NP
58-201, s. 3.4 (g).
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desirable addition to the Board or any committees of the Board. ~~ The Committee shall consider
any candidates proposed by management.
9.3
Committee Memberships
The Committee shall, after consultations with the Chairman of the Board, and
giving consideration to the suggestions of Board members, recommend to the Board the names
of directors to serve as members of the Audit Committee, Compensation Committee and such
other committees as may exist from time to time, as well as the Committee itself. In addition, the
Committee shall recommend to the Board a member of each of the aforementioned committees
to serve as Chair. The Committee shall identify names of directors to fill vacancies on
committees. In nominating a candidate for committee membership, the Committee shall consider
the criteria approved by the Board in its corporate governance guidelines, if any, and particular
factors, if any, set forth in the charter of the applicable committee.
l O.
GENERAL
10.1
Effectiveness of the Board
The Committee shall be responsible for developing and implementing a program
for assessing the effectiveness and contribution of the individual directors, the Board and its
committees, including considering the experience and expertise of inembers against the needs of
each committee and the Board. The Committee shall conduct an annual evaluation of the Board's
effectiveness and shall report the results of the evaluation to the Board.
10.2
Orientation and Education
The Committee shall cause to be provided orientation and education information
to new Board members and, as it deems necessary, provide continuing education to existing
Board Members.lz
10.3
Succession Plannin
The Committee shall monitor the development of management's succession plan
for the CEO and other senior management and periodically report to the Board with
recommendations on succession planning issues.13
NP 58-201, s. 3.13.
~Z
NP 58-201, s. 3.6 and s. 3.7.
"
NP 58-ZO1, s, 3.4(d).
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10.4
Code of Business Conduct Compliance and Waivers
The Committee shall be responsible for overseeing the implementation of a
compliance program for the Code to ensure that all directors, officers and employees are made
aware of it and comply with it. 14 The Committee shall review with management from time to
time the enforcement of the Code. All amendments, modifications or waivers with respect to the
Code shall be approved by the Committee and reported to, or approved by, if appropriate, the
Board. The Committee shall oversee the disclosure of any waivers as required by law or NP 58201.~s
1 1.
CHARTER REVIEW
The Committee shall review and assess the adequacy of this Charter annually and
recommend to the Board any changes it deems appropriate.
14
NP 58-201, s. 3.9.
'S
NP 58-201, s. 3.9. Although issuers must exercise their own judgement in making materiality
determinations, the Canadian securities regulatory authorities consider that conduct by a director or
executive officer which constitutes a material departure from the Code will likely constitute a"material
change" within the meaning of National Instrument 51-102 Continuous Disclosure Obligations.
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