Corporate Governance

Board of Directors

The Board of Directors of Graphite One Resources Inc. is comprised of four directors (the "Board").  All directors, except for Mr. Doug Smith and Mr. Anthony Huston, are independent.  The Audit and Compensation Committees are the two formal board committees and make recommendations to the Board.  Two of the three Audit and Compensation Committee members are considered independent.  All other board matters, including governance, board nominations and safety, health & environment, are dealt with by the Board.  The Executive Chairman directs the agenda of the Board.  The Board meets formally at least four times per year and conducts numerous formal and informal meetings by telephone and email correspondence.  The Board reviews and approves all information released to the public by the Company.

The directors must, subject to the Business Corporations Act (British Columbia) (the “BCBCA”) and the articles of the Company, manage or supervise the management of the business and affairs of the Company and have the authority to exercise all such powers of the Company not required to be exercised by the shareholders of the Company in accordance with the BCBCA or articles of the Company.

A director or senior officer of the Company who holds or possesses any property, right or interest that could result, directly or indirectly, in the creation of a duty or interest that materially conflicts with that individual’s duty or interest as a director or senior officer, must disclose the nature and extent of the conflict as required by the BCBCA.  Guided by the BCBCA and the articles of the Company, the Executive Chairman will determine the degree of input of that director or senior officer into the board’s dealings with the conflicted matter.

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