Corporate Governance

Board elections are held as required by corporate law, at the Annual General Meeting of the Shareholders. Board appointments are made and maintained, subject to the rules of the Company’s constitution.

Details of qualifications, experience, responsibilities, and tenure of current Directors are set out in the Director’s report.  The Board is currently comprised of six Directors:  Frank Dusome, Dan Shepherdson, Nicky Dusome, Ameen Sait, Doug Maikawa, and Dave Walker. GMEI is currently seeking the addition of a Board member(s), who may add their significant mining experience, to aid the Board in its governance and fiduciary responsibilities.

The Board is required to assess the independence of its Non-Executive Directors at least annually. In assessing independence, the Board considers all circumstances relevant to determining whether a Non-Executive Director is free from any interest, or any business or other relationship, which could, or reasonably be perceived to, materially interfere with that Director’s ability to exercise unfettered and independent judgement on Company issues. The Board currently includes three Non-Executive Directors.

Ethical Decision Making

All directors, executives, management, and employees are expected to act with the upmost integrity and objectivity, striving at all times to enhance the reputation and performance of the Company.  The Board of Directors is committed to the establishment of appropriate ethical standards for the Company.

All directors, executives, management, and employees must comply with all relevant laws and regulations.  The Board is required to be notified as soon as a conflict of interest arises so that an appropriate resolution can be determined.

As a measure to ensure that insider trading does not occur, all directors, executives, management, and designated employees must notify the President or Secretary in writing, prior to being permitted to undertake any transaction that results in a change in their relevant interest in the securities of the Company, and any such transaction is required to be approved by the Board. 

Financial Reporting

Given the current size and nature of the Company’s operations, the Board of Directors in not in a position to justify the establishment of an audit committee.  The Board has assumed the responsibilities that would ordinarily be assigned to an audit committee.  Such matters include reviewing the annual report, financial report and other information to be internally or externally distributed, monitoring the internal control framework, evaluating Company performance, monitoring legal compliance, and maintaining budgeting control and responsible accounting procedures.  The Board may in the future, if needed, vote to, and engage an external auditor for any required external audit(s).

Shareholder Communications

The Company’s website will be updated for all releases, shareholder notifications, media and analyst briefings, and other general information useful to investors. Shareholders will be encouraged, and given the opportunity to ask questions at general meetings, as well as directly to the officers of the Company at any other time during the year via email.

The Company keeps Shareholders regularly informed through semi-annual, and quarterly reports, and other required statutory information from time to time.

Risk Assessment and Management

The Board of Directors is responsible for putting practices in place, and monitoring procedures, designed to identify significant areas of business risk, both internal and external.  The effectiveness of these practices and procedures in identifying risk will be reviewed at least annually.  All risks identified pertaining to the Company will be incorporated into a risk profile that will be regularly reviewed and updated by the Board.

The Board is responsible for the effective management of any risks identified.  Where considered appropriate, the Board will draw upon the expertise of appropriately qualified external consultants to assist in identifying, dealing with, or mitigating risk.

Remuneration

The Board of Directors has established a Compensation Committee for the purposes of reviewing and making recommendations with respect to remuneration practices of the Company. Board of Directors prepared and approved a Compensation Committee Charter (Terms of Reference) as the basis on which the committee was constituted, and is operated. The role of the Compensation Committee is to provide an independent mechanism for the determination and assessment of the remuneration practices of the Company, including remuneration packages and incentives for executive directors, and executive management. The aim of the Committee is to ensure that the remuneration practices of the Company are commensurate with industry standards, and companies of similar operational and financial position.

The Compensation Committee should ensure that the Board of Directors is provided with sufficient information to ensure informed decision making.  Formal recommendations of the Committee are not binding on the Board, however, the Board is encouraged to comply with such recommendations to ensure that the integrity of the Company’s corporate governance procedures, and Compensation Committee, is maintained.