Corporate Governance
Statement of Corporate Governance
The board of directors (the “Board”) and senior management of the Company consider good corporate governance to be central to the effective and efficient operation of the Company. The Company is a gold-focused mineral exploration and development company specializing in emerging and transitional environments. Currently the Company is focused on Eastern Europe, primarily in the Caucasus region, exploring and developing precious metal assets. As such, the Board identifies the principal risks associated with doing business in the region. The Board has established broad parameters for governance of the Company and will continue to review and implement corporate governance guidelines as required as the business of the Company continues to develop.
The Board is currently composed of six directors, four of which are “independent” within the meaning of Multilateral Instrument 52-110 (“MI 52-110”). The Board is mandated to act with a view to the best interests of the Company by overseeing the management of the business and affairs of the Company and ensuring the integrity of the Company’s internal controls and management information systems. The Board approves management’s operating plans and monitors performance in order to ensure that the principal business risks borne by the Company are acceptable.
The Company has established an Audit Committee and a Compensation Committee, each consisting of independent directors. The Audit Committee operates under the guidelines of MI 52-110 and the Audit Committee Charter in discharging its duties, which include all financial reporting, reviewing accounting policies and recommending an auditor to the Board.
Lydian International Audit Committee Charter
Lydian International Whistle Blower Policy
The principal role of the Compensation Committee is to review and assess the compensation of directors and senior management to ensure that compensation is fair, competitive and reflects the responsibilities and risks of such positions. The Compensation Committee will advise and make recommendations to the Board regarding all policies and programs relating to compensation with a view to recruiting and retaining strong leadership and ensuring compensation aligns with the long-term interests of the shareholders.