The Board of Directors is responsible for determining and implementing strategy.
The committee’s terms of reference have been approved by the board and follow best practice. The audit committee reviews the interim and annual accounts before they are presented to the board, focusing in particular on accounting policies and areas of management judgement and estimation. The committee is responsible for monitoring the controls which are in force to ensure the information reported to the shareholders is accurate and complete.
The committee considers internal control issues and contributes to the board’s informal review of the effectiveness of the group’s internal control and risk management systems. It also considers the need for an internal audit function, which it believes is not required at present due to the limited staff and operations of the company. The members of the committee have agreed to make themselves available should any member of staff wish to make representations to them about the conduct of the affairs of the company.
The committee advises the board on the appointment of external auditors and on their remuneration for both audit and non-audit work, and discusses the nature and scope of the audit with the external auditors. It meets formally at least once a year with the group’s external auditors. During the period, the audit committee informally reviewed the effectiveness of the system of internal control. An analysis of the fees payable to the external audit firm in respect of both audit and non-audit services during the year is set out in note 5 to the financial statements.
The audit committee also undertakes a formal assessment of the auditors’ independence each year which includes: a review of any non-audit services provided to the group; discussion with the auditors of all relationships with the company and any other parties that could affect independence or the perception of independence; a review of the auditors’ own procedures for ensuring the independence of the audit firm and partners and staff involved in the audit, including the regular rotation of the audit partner; and obtaining written confirmation from the auditors that, in their professional judgement, they are independent.
Board of Director’s Committees
- John F. Kearney
- Patrick D. Downey
- Michael Power
The Board does not have a separate nominating committee. The Board performs the functions of a nominating committee with responsibility for the appointment and assessment of Directors. In view of the current size of the Corporation and the current scale of its operations, the composition of the current Board and the service of the current members of the Board, a separate nominating committee has not as yet been considered necessary by the Corporation.
While there are no specific criteria for Board membership, the Corporation attempts to attract and maintain Directors with business experience and a particular knowledge of mineral exploration, project development and mining or other areas such as finance which would assist the Corporation. As such, nominations to the Board have been the result of recruitment efforts by the Corporation and discussions among the Directors prior to the consideration by the Board as a whole.
Given the current stage of development of the Corporation, the Directors of the Corporation do not currently receive fees in their capacities as Directors.
No cash compensation was paid to Directors for the most recently completed financial year. Directors who also provide professional or consulting services to the Corporation may be compensated based upon the invoiced value of the services provided. Directors are entitled to be reimbursed for all reasonable expenses incurred in attending meetings of the board or any committee of the board.
It is expected that in future years the Corporation will provide longer-term incentive compensation to its directors through the grant of stock options, or other stock appreciation rights in the form of restricted or deferred share units, which would align the interests of the directors with the interests of shareholders.
Buchans Resources Limited (the “Company” or “Buchans”), a Canadian mineral exploration and development company, reports its financial results and results of operations for the nine-months ended September 30, 2023. This news release should be read...
Buchans Resources Limited (“Buchans” or the “Company”) is pleased to announce that the Company and its wholly-owned subsidiary, Buchans Minerals Corporation (the “Seller”), have entered into an asset purchase agreement (the “Asset Purchase Agreeme…
Buchans Resources Limited (the “Company” or “Buchans”), a Canadian mineral exploration and development company, reports its financial results and results of operations for the second quarter ended June 30, 2023. This news release should be read in...