STATEMENT OF GOVERNANCE PRACTICES
A summary of Viking Gold's governance initiatives in relation to the new guidelines for effective corporate governance pursuant to National Instrument 58-101 - Disclosure of Corporate Governance Practices (“NI 58-101”) and National Policy 58-201 - Corporate Governance Guidelines (“NP 58-201”) is set out below.
Orientation and Continuing Education
The Board of Directors is responsible for the orientation and education of its own new recruits, and for providing all new Directors with: i) a copy of the Directors and Officers (D&O) insurance policies maintained by the Company; ii) a copy of the Company’s policies; and iii) the Company’s most recent significant public disclosure documents. Prior to joining the Board of Directors, each new Director will meet with the Chairman, the Chief Executive Officer and the Chief Financial Officer of the Company. Each such Officer shall be responsible for outlining the business and prospects of the Company, both positive and negative, with a view to ensuring that the new Director is properly informed to commence his or her duties as a Director. Each new Director will also be given the opportunity to meet with the auditors and counsel to the Company. As part of the annual board assessment process the Board of Directors determines whether any additional education and training is required for its members.
Code of Business Ethics
The Board of Directors has adopted a formal written Code of Business Conduct and Ethics.
Nomination of Directors
The Board of Directors determines its own new nominees, although a formal process has not been adopted. The nominees are generally the result of recruitment efforts by the members of the Board of Directors, including both formal and informal discussions among Board of Director members and the President and Chief Executive Officer. The current size of the Board of Directors is such that the entire Board takes responsibility for selecting new Directors and assessing current directors. Proposed Directors’ credentials are reviewed with one or more members of the Board of Directors prior to the proposed Director’s nomination.
The Board of Directors does not, at present, have a formal process in place for assessing the effectiveness of the Board of Directors as a whole, its committees or individual Directors, but will consider implementing one in the future should circumstances warrant. Based on the Company’s size, its stage of development and the limited number of individuals on the Board of Directors, the Board of Directors considers a formal assessment process to be unnecessary at this time.
The Board of Directors plans to continue evaluating its own effectiveness on an ad hoc basis.
CEO and Director Compensation
The Board of Directors conducts an annual review of the performance of the Company and the CEO, which is used by the Board of Directors in its deliberations concerning the CEO’s annual compensation. The Board of Directors also reviews the compensation of the outside Directors on an annual basis, taking into account such matters as time commitment, responsibility and compensation provided by comparable organizations.
Audit Committe Charter
The Company has an Audit Committe Charter which was implemented pursuant to Multilateral Instrument 52-110 Audit Committees.