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Role and Responsibilities of the Board

The Board is responsible for approving the Company’s goals, objectives and strategies. The Board shall adopt a strategic planning process and approve and review, on at least an annual basis, a strategic plan which takes into account, among other things, the opportunities and risks of the business. The Board is also responsible for identifying the principal risks of the Company’s businesses and overseeing the implementation of appropriate risk assessment systems to manage these risks.

In addition to the other matters provided in this Charter, the Board is also responsible for the following specific matters:

  • reviewing and approving management’s strategic plans;
  • reviewing and approving the Company’s financial objectives, business plans, budgets (including capital allocations and expenditures) and financial statements;
  • monitoring corporate performance against the strategic plans and business, operating and capital budgets;
  • management succession planning, including appointing, training and monitoring senior management and, in particular, the President of the Company;
  • providing that an appropriate portion of senior executive management’s compensation is tied to both short-term and long-term performance of the Company;
  • monitoring the integrity of the Company’s accounting and financial reporting systems, disclosure controls and procedures, internal controls and management information systems;
  • approving acquisitions and divestitures of business operations, strategic investments and alliances, major business development initiatives and any unbudgeted expenditure in excess of $100,000.00;
  • the Company’s communication policies, which:
    • address how the Company interacts with analysts, investors, other key stakeholders and the public; and
    • contain measures for the Company to comply with its continuous and timely disclosure obligations and to avoid selective disclosure and insider trading;
  • developing the Company’s principles and approach to corporate governance;
  • assessing its own effectiveness in fulfilling its responsibilities, including monitoring the effectiveness of individual directors;
  • monitoring compliance with the Directors’ and Officers’ Code of Business Conduct and Ethics. A director has an important and positive role as a representative of the Company.

A director is also expected to participate in outside activities that enhance the Company’s image to investors, employees, customers and the public.

Ethics

Roles & Responsibilities

Ethical Business Conduct

Kerr Mines

365 Bay Street, Suite 400
Toronto Ontario
M5H 2V1

Tel: +1 (416) 855-9300

TSX: KER


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