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Corporate
 
| |  Board of Directors The Directors recognise the importance of sound corporate governance, whilst taking into account the size and nature of the Company. In accordance with the provisions of applicable Canadian securities legislation, the Company discloses on an annual basis its approach to corporate governance including information as to: the composition and independence of the board of directors; other directorships held by members of the Board; the Company's approach to orientation of new Board members and continuing education. The Composition of the Board is of five Non-Executive Directors and one Executive Director (Mr Steve Rogers). The Chairman of the Board, Mr Geoffrey Loudon, is independent. Board Committees The Board has established two committees. Audit Committee -- The Audit Committee is primarily responsible for: ensuring that the financial performance of the Group is properly monitored and reported on; for meeting with the auditors and reviewing reports from the auditors relating to the Company's accounting and internal controls; and for reviewing the effectiveness of the Company's systems of internal control. Members of the Committee are Geoff Loudon, John O'Reilly and Russell Debney. Remuneration and Nomination Committee -- The Remuneration and Nomination Committee chaired by Geoffrey Loudon has a primary responsibility: to review the performance of the Company's executive directors and senior employees; to set executive directors' and senior employees' remuneration and other terms of employment; to make recommendations on the appointment of additional directors; and to review the composition of the Board and the membership of the Board committees. Members of the Committee are Geoff Loudon, David De Witt, Russell Debney. Securities Trading Each of the Directors and certain applicable employees within the Group have formally undertaken to adhere to the share dealing requirements and restrictions contained in the AIM Rules. Under the Company's Share Trading Policy, all employees are prohibited for a period from trading in the Company's securities prior to the release of financial accounts and reports. Disclosure of Company Information The Company maintains a policy of responsible continuous disclosure, where such disclosure of information could have a material impact on the Company's share price. Such information is released to the market as soon as possible, disseminated via various information and media distribution platforms, and made available on the Company's website at www.nautilusminerals.com. | | |
