The board of directors (the “Board”) of Northern Gold Mining Inc. (“Northern Gold” or the “Company”) is responsible for establishing and maintaining a culture of integrity in the conduct of the affairs of the Company. The Board seeks to discharge this responsibility by satisfying itself as to the integrity of the Chief Executive Officer and senior management, and by overseeing and monitoring management to ensure a culture of integrity is maintained.
Although directors may be nominated by certain persons to bring special expertise or a point of view to Board deliberations, they are not chosen to represent a particular constituency. The best interests of the Company must be paramount at all times.
Duties of the Directors
The Board discharges its responsibilities directly and through its committees: the Audit Committee, the Nominating and Corporate Governance Committee, the Compensation Committee, and the Special Committee. In addition to these regular committees, the Board may appoint ad hoc Committees periodically to address certain issues of a more short-term nature. In addition to the Board’s primary role of overseeing the affairs of the Company, principal duties include, but are not limited to the following categories:
Oversight of Management
The Board has the responsibility for approving the appointment of the Chief Executive Officer and any other officers of the Corporation (collectively, the "Officers"), and approving the compensation of the Chief Executive Officer and the officers of the Corporation following a review of the recommendations of the Compensation Committee.
The Board has delegated authority to the Chief Executive Officer for the overall management of the Company, including implementation of strategy and operations to ensure the long term success of the Company and to maximize shareholder value.
The Board may from time to time delegate authority to the officers of the Company, subject to specified limits. Matters which are outside the scope of the authority delegated to the officers and material transactions are reviewed by and subject to the prior approval of the Board.
The Board is responsible for monitoring the performance of management, and for overall stewardship of the Company.
The Board will respond to recommendations received from the Nominating and Corporate Governance Committee, but retains the responsibility for managing its own affairs by giving its approval for its composition, the selection of the Chair of the Board, candidates nominated for election to the Board, committee and committee chair appointments, committee charters, and executive compensation.
The Board may delegate responsibilities to Board committees, including the approval of compensation of the Board and management, the approval of interim financial results, the conduct of performance evaluations, and oversight of internal controls systems, as well as safety matters. However the Board retains its oversight function and ultimate responsibility for these matters and all other delegated responsibilities.
Monitoring of Financial Performance and Other Financial Reporting Matters
The Board has oversight responsibility for:
- reviewing and questioning the strategies and plans of the Company;
- reviewing systems for managing the principal risks of the Company’s business including insurance coverage, conduct of material litigation, and the effectiveness of internal controls;
- considering appropriate measures it may take if the performance of the Company falls short of stated goals or other special circumstances warrant;
- approving the audited financial statements, the notes thereto, and the Corporation’s management discussion and analysis with respect to such financial statements;
- reviewing and approving material transactions involving the Company and those matters which the Board is required to approve under its governing legislation and documents, including the payment of distributions, acquisitions and dispositions of material assets by the Company, and material expenditures by the Company;
- effectively monitoring the principal risks of the Company.
Policies and Procedures
The Board is responsible for:
- approving and monitoring compliance with all significant policies and procedures by which the Company is operated;
- approving policies and procedures designed to ensure that the Company operates at all times within applicable laws and regulations and to the highest ethical and moral standards;
- implementing the appropriate structures and procedures to ensure that the board functions independently of management;
- enforcing obligations of the Directors respecting confidential treatment of the Company’s proprietary information and Board deliberations; and
- establishing policies and procedures whereby members of the Board will be required on an annual basis to assess their own effectiveness as directors and the effectiveness of committees of the Board and the Board as a whole.
The Board is responsible for:
- overseeing the accurate reporting of the financial performance of the Company to its shareholders on a timely and regular basis;
- overseeing that financial results are reported fairly and in accordance with international financial reporting standards (IFRS);
- ensuring the integrity of the internal control and management information systems of the Company;
- taking steps to enhance timely disclosure; and
- ensuring the appointment of a qualified corporate secretary to attend to organizing the meetings of the Board and the committees in accordance with the by-laws and the corporate governance policies, and punctually preparing minutes which are an accurate, valid, and complete documentation of such meetings and the business conducted therein.
Third Party Advisors
The Board, and any individual director with the approval of the chairman, may retain, at the expense of the Company, independent counsel and advice as appropriate.
Approved by the Board (August 2011).
Reviewed, amended and re-approved by the Board (May 2012).