CORPORATE GOVERNANCE PRACTICES
Corporate Governance Committee
A Corporate Governance Committee (CGC) has been established for the
Company. The Committee is to consist of three independent directors. The
Chairperson will be elected by the Board of Directors on an annual
basis. The term for the members of the CGC will be for one year at which
time they may be re-nominated.
The duties of the committee are to oversee and recommend to the board
appropriate governance processes including:
suitable corporate governance policies
board organization and other committee structures
potential candidates for nomination to the board
evaluation of the performance of the board
selection and appointment of the CEO
Evaluation of the CEO's management succession
board composition and qualifications
Code of Ethics
The CGC shall have the
responsibility to develop and maintain a Code of Ethics ("COE") for the
Company to be used as principle guidelines of conduct for all of its
directors, officers, contractors, consultants, advisors and employees.
The COE will be included in the orientation of all new employees,
directors, officers, contractors, consultants, advisors and committee
These guidelines shall include accountability to adherence to the COE
and a system for the reporting of unethical conduct. This COE will be
reviewed and amended by the CGC at a minimum of an annual basis. All
directors will be required to acknowledge in writing on an annual basis
that they have read and understood the COE and that they are compliant
with the requirements.
The CGC will have the responsibility to see that the board adopts a
written mandate which outlines and acknowledges the responsibility of
the members. This mandate will include, among other things, establishing
a culture of integrity throughout the organization, strategic planning,
succession planning, the handling of any conflicts of interest and
disclosure policies. This mandate must include a process where any
breach of the directives of this mandate can effectively be reported and
The Board is currently comprised of six members. The Board will
reconsider its actual size from time to time.
The Board believes that the majority of its members should be
independent. On an annual basis the Board will determine which of its
directors is independent based on the rules of applicable securities
regulators and will publish its determination in the management proxy
circular for the Company's annual meeting of shareholders.
The CGC shall be responsible to develop a comprehensive list of
expectations of its directors. The CGC members have the responsibility
to ensure that the existing directors have an orientation including an
overview of the roll of the board of directors. Any new incoming
directors shall be made familiar with these expectations and understand
that they must be willing to comply with the duties and responsibilities
of the directorship. The directors will receive a copy, read, and be
familiar with the Company's Code of Ethics, and Disclosure Policy. The
CGC will review these guidelines at least on an annual basis for any
changing requirements of its board.
Advisory Board Guidelines
The CGC has developed set of guidelines for the members of its advisory
board. Each of the Company's advisors will receive a copy of the
guidelines along with a copy of the COE and Disclosure Policy. The
guidelines will be reviewed and amended as required on an annual basis.
The CGC will also act as the Company's Nominating Committee and as such
will have the responsibility of identifying individuals qualified to
become members of the board, or to sit on any of its committees. The CGC
will recommend composition of, and changes in, the composition of the
board or any of its committees when deficiencies have been identified,
and will carry out a complete assessment of the performance of the board
on an annual basis.
The Company's compensation
committee is comprised of three independent directors. This committee
must review the compensation of senior management on an annual basis and
assist in the administration of the Company's share option plan.
The Compensation Committee is responsible for ensuring that the
remuneration and incentive packages of Executive Management are fair and
suitable to attract, motivate and retain personnel of the right calibre
to meet the organizations needs. The Compensation Committee should
establish a framework for all remuneration packages within the Company.
Compensation policies established by the committee should be in line
with the Company's overall strategic goals and objectives and should be
linked to the achievement of these goals. The policies should be
constructed to avoid creating conflict of interest situations thereby
ensuring that the executive management and other employees are
encouraged to always act in the best interest of the Company.
The committee should consider the issues of compensation differentials
within the organization to ensure that there is parity between the
compensation of executives and the value of their contribution to the
organization. There should be particular consideration given to CEO
remuneration levels to ensure that performance and reward are linked in
accordance with usual practice within that industry, relative values at
other similar organizations and previous awards given in prior years.
The CGC will review and approve the Compensation Committee Charter on an
The CGC has the responsibility to
see that the Company is in compliance with the requirement to appoint
the audit committee at the first board meeting held after each annual
shareholders meeting. The audit committee is to be comprised of 3
independent directors. A Chairperson will be elected on an annual basis
by the Board of Directors. The term will be for one year at which time
they may be re-nominated.
The audit committee is among other things charged with the
responsibility of establishing auditor independence, to access the
effectiveness of internal control system and for reviewing and approving
the annual and interim financial statements of the Company before they
are forwarded for full board approval and then distributed to the
The CGC will review and approve the Audit Committee Charter on an annual
The Company has developed a Disclosure Policy to ensure that the
communication of material information to the investing public is
reported on a timely basis and that the information reported is
balanced, accurate, and broadly disseminated in accordance with all
applicable legal, regulatory and stock exchange requirements.
This policy provides guidelines for the handling of material
information, maintaining confidentiality, designated spokespersons,
media releases, dealing with media, rumours and forward looking
information. The policy sets out requirements for blackout periods,
electronic communications, communicating and enforcing this policy.
The CGC will review and approve the Disclosure Policy on an annual
Advance Notice Policy
The Company has adopted an Advance Notice Policy for the purpose of
providing shareholders, directors and management of the Company with a
clear framework for nominating directors of the Company at a
shareholders' meeting. The Policy is designed to further CanAlaska's
commitment to: (i) facilitating an orderly and efficient annual general
or, where the need arises, special meeting, process; (ii) ensuring that
all shareholders receive adequate notice of the director nominations and
sufficient information regarding all director nominees; and (iii)
allowing shareholders to register an informed vote after having been
afforded reasonable time for appropriate deliberation.
The Board of Directors will review the Advance Notice Policy on an
Public Disclosure of Corporate Governance
The Company will disclose on its website, SEDAR and EDGAR the current
version of these guidelines, the Code of Ethics, Audit Committee
Charter, Disclosure Policy, Advance Notice Policy and other policies
that are developed in the future that may require public disclosure.
Approved by the Board of Directors of CanAlaska Uranium Ltd. -- June
23, 2008 as amended January 23, 2009, August 2014