- The Corporate Governance and Nominating Committee (the “Committee”) of the Board of Directors (the “Board”) of Eurasian Minerals Inc. (the “Company”) will be comprised of no fewer than three members, each of whom must be appointed by the Board and be a member of the Board (a “Director”).The Committee will select its own Chairman.
- A majority of the Committee members must satisfy the independence requirements of all applicable Canadian and American corporate and securities laws and stock exchange rules and policies (collectively, the “Committee Rules”) unless an exception or exemption is available. Without restricting the generality of the Committee Rules, a member of the Committee shall be independent for the purposes of this Charter under applicable Committee Rules if he or she is independent of the Company’s management and free from any interest and any business or other relationship which could, or could reasonably be perceived to, materially interfere with the director’s ability to act with a view to the best interests of the Company, other than interests and relationships arising from ownership of the Company’s shares.
- Each Committee member will serve at the pleasure of the Board for such term as the Board may decide or until such Committee member is no longer a Board member.
The Committee’s purpose will be to:
- identify individuals qualified to become Board members;
- recommend qualified candidates to fill Board vacancies and newly created Director positions;
- recommend whether incumbent Directors should be nominated for re-election to the Board upon expiration of their terms; and
- advise the Board of the appropriate corporate governance procedures that should be followed by the Company and the Board and monitor whether they comply with such procedures.
IDENTIFICATION OF NEW DIRECTOR CANDIDATES
- The Committee will identify individuals believed to be qualified to become Board members and recommend candidates to the Board to fill new or vacant positions.
- In recommending candidates to the Board, the Committee shall first consider such factors respecting each candidate as it deems appropriate and in the context of the needs of the Board, including
- independence and potential conflicts of interest,
- professional experience,
- personal character,
- outside commitments (for example, service on other boards), and
- particular areas of expertise.
EVALUATE INCUMBENT DIRECTORS
The Committee will evaluate and advise the Board whether an incumbent Director should be nominated for re-election to the Board upon expiration of such Director’s term.
SIZE AND COMPOSITION
The Committee will make recommendations to the Board regarding the composition and the appropriate size of the Board.
The Committee will review annually the Committee Charters established by the Board and recommend revisions to the Board as necessary.
ORIENTATION AND CONTINUING EDUCATION PROGRAMS
The Committee will provide, with the assistance of the Company’s management, suitable programs for the orientation of new Directors and the continuing education of incumbent Directors, which include, among other things, reviewing background materials, strategic plans of the Company and meeting with management.
COMPLIANCE WITH REGULATORY REQUIREMENTS
The Committee will carry out such periodic reviews to ensure that the Company and Board have in effect adequate policies and procedures to allow the Company to meet all of its continuous disclosure obligations.
PUBLIC, ENVIRONMENTAL AND SOCIAL ISSUES
The Committee will, from time to time, review the Company’s policies and programs in such areas as:
- employee health and safety;
- risk management and loss control; and
- environmental and social issues related to the business of the Company.
OTHER DELEGATED DUTIES OR RESPONSIBILITIES
The Committee will perform any other duties or responsibilities delegated to the Committee by the Board from time to time.
- The Committee will meet in person, telephonically or by video conference as frequently as necessary to carry out its responsibilities under this Charter, but not less than once per year.
- The Committee Chair will be responsible for calling the meetings of the Committee, establishing the meeting agenda with input from the Company’s management and conducting the meetings.
- A majority of the Committee members that are independent under applicable Committee Rules will constitute a quorum for conducting business at a meeting of the Committee.
- The Committee may request any officer or other employee of the Company, or any representative of the Company’s legal counsel or other advisors, to attend meetings or to meet with any members or representatives of the Committee.
RESOURCES OF THE COMMITTEE
- The Committee has the authority to engage independent legal, accounting or other advisors.
- The Company will provide for appropriate funding, as determined by the Committee, for payment of compensation to any consultants and to any other advisors employed by the Committee, but such funding will not exceed $25,000 annually without the prior approval of the Board.
- The Committee will have the sole authority to engage search firms to assist in the identification of Director candidates and the sole authority to set the fees and other retention terms of such firms.
REPORTS TO THE BOARD
- The Committee will promptly inform the Board of any significant developments in the course of performing its responsibilities under this Charter.
- The Chairman of the Committee will periodically report, to the Board, the Committee’s findings and recommendations.
- The Committee will review the annual ‘Statement of Corporate Governance’ to be included in the Company’s annual information form or information circular. The Statement of Corporate Governance Practices will discuss the process used by the Board and the Committee to fulfil their functions as required by National Instrument 58-101 “Disclosure of Corporate Governance Practices” of the Canadian Securities Administrators.
The Committee will review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval.
- The Committee will annually review its own performance and effectiveness.
- The Committee will also oversee the annual assessment of the full Board’s performance.
The Committee will adopt the whistle-blowing procedures established by the Company’s Audit Committee, including any procedures that specifically address the confidential, anonymous reporting of any complaint or potential violation of law regarding the Company’s corporate governance procedures.
Any whistle-blowing individual should describe his or her complaint or concern in writing and should include sufficient information to allow the Corporate Governance Committee to understand and review the written complaint or concern. If such individual wishes to submit his or her complaint or concern on a confidential and anonymous basis, the written submission should clearly indicate this wish for confidentiality and anonymity. All complaints and concerns should be submitted to the Chairman of the Corporate Governance Committee, at the address noted below, in a sealed envelope labelled as follows:
"To be opened by the Corporate Governance Committee only."
Eurasian Minerals Inc.
Suite 501, 543 Granville St.
Vancouver, BC V6C 1X8
If a whistle-blowing individual wishes to discuss any matter with the Corporate Governance Committee, this request should be indicated in the submission. In order to facilitate such a discussion, such individual may include a telephone number at which he or she can be contacted. Any such envelopes received by the Company or Related Entities will be forwarded promptly and unopened to the Chairman of the Corporate Governance Committee.
This Charter will be included on the Company’s website.
This Charter, as amended, was approved by the Board on March 27, 2017.