Corporate governance is the system of rules, practices and processes by which U3O8 is directed and controlled.
Corporate Governance Documents
Statement of Corporate Governance Practices
National Instrument 58-101 (“NI 58-101”) of the Canadian Securities Administrators requires the Corporation to disclose annually in its information circular certain information relating to the Corporation’s corporate governance practices.
Board of Directors
The Board of Directors of U3O8 Corp. (the “Board”) is comprised of six directors, five of whom are considered by the Board to be “independent” within the meaning of NI 58-101, thereby facilitating the Board’s exercise of independent supervision over management. The basis for this determination is that, since the date of incorporation of the Corporation, none of the independent directors have worked for the Corporation, received remuneration from the Corporation or had material contracts with, or material interests in, the Corporation which could interfere with their ability to act with a view to the best interests of the Corporation. The following directors are considered by the Board to be independent: Dr Keith Barron and Messrs David Constable, David Franklin, Pablo Marcet, and David Marsh.
The Board has the following standing committees:
- Audit Committee – David Franklin (Chair), David Constable and David Marsh;
- Compensation, Corporate Governance and Nominating Committee – members: Pablo Marcet (Chair), Keith Barron and David Constable; and
- Safety, Health, Environment, Community and Technical Committee – members: Keith Barron (Chair), David Marsh and Richard Spencer.
Ethical Business Conduct
The Board has adopted a formal code of conduct for directors and employees, a copy of which may be obtained on the Corporations’ SEDAR profile at www.sedar.com, or upon request to the Corporation at 36 Toronto St. Suite 1050, Toronto, Ontario M5C 2C5, Attention: Corporate Secretary.
In order to ensure compliance with the code of conduct and that directors exercise independent judgment, the Board has assumed responsibility for approving transactions involving U3O8 Corp. and any “related party” (as that term is defined in Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions), monitoring the Corporation’s compliance with strategic planning matters, implementing a process for assessing the effectiveness of committees of directors and individual directors, and reviewing changes in or additions to compliance policies, standards, codes and programs, as well as applicable legislation.
The fiduciary duties placed on individual directors by the Corporation’s governing corporate legislation and the common law and the restrictions placed by applicable corporate legislation on an individual director’s participation in decisions of the Board in which the director has an interest will ensure that the Board operates independently of management and in the best interests of the Corporation.
Under corporate legislation, a director is required to act honestly and in good faith with a view to the best interests of the Corporation and to exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. In addition, as some of the directors and proposed directors of the Corporation also serve as directors and officers of other companies engaged in similar business activities, directors must comply with the conflict of interest provisions of the OBCA, as well as the relevant securities regulatory instruments, in order to ensure that directors exercise independent judgment in considering transactions and agreements in respect of which a director or officer has a material interest. Any interested director will be required to declare the nature and extent of his interest and will not be entitled to vote at meetings of directors at which matters giving rise to such conflict are considered.
Other Governance-Related Policies
The Board has also adopted a Disclosure Policy, an Insider Trading and Blackout Policy and Procedures for Handling Employee Complaints.