Corporate Governance

UC Resources Ltd is dedicated to the highest possible standards of corporate governance practices. The company regularly reviews its procedures, practices and standards to ensure we are in full compliance with all regulatory bodies

Board of Directors:

The UC Resources Board is made up of four directors. The primary role of the Board is to protect and enhance long-term shareholder value. In order to fulfill this role the board is responsible for the following:

  • Overall Corporate Governance
  • Setting and defining the companies’ strategic direction.
  • Approving and monitoring capital expenditures of the company.
  • Setting compensation for the company
  • Appointing, removing and creating succession plans and policies for senior management & directors.
  • Setting goals for management and monitoring the achievement of these goals
  • Maintaining the integrity of  internal controls
  • Maintaining the integrity of management information systems.
  • Responsible for approving and monitoring financial and other reporting.

Audit Committee

The Audit Committee is comprised of Gary Monaghan, Gregg Roberts and John Archibald and is chaired by Gregg Roberts. The committee makes recommendations to the board regarding the appointment of the auditors for the company. The committee ensures the independence of the auditors and monitors and reviews the level of fees charged by the auditors. The committee reviews the findings of the auditors and ensures management responds through appropriate action. The companies’ quarterly and annual financial statements are reviewed by the committee before being released to the board for approval and submission.

The committee ensures the effectiveness of the companies’ internal control systems and the effectiveness of internal financial controls. The committee ensures the internal audit resources are in place and makes recommendations for change if warranted. The committee reviews and investigates as necessary to ensure a proper audit function within the company.

Compensation Committee

The Compensation Committee is comprised of Gregg Roberts, Gary Monaghan, John Archibald and is chaired by Gregg Roberts.. The main responsibilities of the Compensation Committee is to determine on behalf of the Board and shareholders the overall policy for executive compensation; to determine the base salary, benefits, performance-related bonus and any equity participation schemes (including share options) for each of the executive Directors and other senior management of the Group; and to approve all Directors’ service contracts. The committee ensures that a significant proportion of the executive Directors’ compensation is directly related to the performance of the Group.

Performance Assessment

The Company has adopted performance appraisal and assessment procedures to measure Board performance. The performance of all Directors is assessed through analysis, review and specific discussion by the Board of issues relating to individual Director’s attendance at and involvement in Board meetings, interaction with management, performance of allocated tasks and any other matters identified by the Board or other Directors. Any significant issues identified are actioned by the Board on an ongoing basis. The evaluation of key executives is carried out by the Chief Executive Officer via ongoing monitoring and measuring of management performance. The Company has established an Employee Share Option Plan, whereby it can issue options to eligible employees and consultants to subscribe for shares in the Company at set prices in accordance with regulations.

Communication with Shareholders

The Board has not formally documented the companies’ disclosure procedures, the Board, as part of its usual role, provides shareholders with information using comprehensive continuous disclosure procedures which include:

  • identifying matters that may have a material effect on the price of the Company’s securities.
  • notifying them to TSX.V
  • posting them on the Company’s website.
  • issuing media releases.
  • Likewise, all documents that are released publicly, including the full texts of notices of meetings and associated explanatory material, are placed on the Company’s website, along with results of such meetings.

The Board encourages full participation of shareholders at shareholders’ meetings to ensure a high level of accountability and identification with the companies’ strategy and goals. The shareholders are requested to vote on the appointment of Directors and changes to the Company’s by-laws (constitution). Copies of the by-laws are available to any shareholder who requests it. The Board ensures that the external auditors attend the Company’s Annual General Meeting and other meetings if it is appropriate to do so.