Chairman’s And Lead Director’s Position Description

The Chairman of the Board of Directors (the “Board”) of Midas Gold Corp. (“Midas Gold” or the “Corporation”) is responsible for the management, development and effective performance of the Board, providing leadership to the Board for all aspects of its work, and otherwise ensuring that the Board carries out its responsibilities effectively, independently of management and in the long term best interests of the Company.

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CEO Position Description

The Chief Executive Officer (the “CEO”) is the most senior management officer of Midas Gold Corp. (“Midas Gold” or the “Corporation”)

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Compensation Committee Mandate

The overall purpose of the Compensation Committee (the “Committee”) of Midas Gold Corp. (“Midas Gold”) is to implement and oversee human resources and compensation policies approved by the Board of Directors (the “Board”) of the Corporation.

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Board Mandate

The Board of Directors (the “Board”) has a stewardship responsibility for the conduct of the business of Midas Gold Corp. (the “Corporation”) and the activities of management. Whereas management is responsible for the day-to-day conduct of the business, it is the role of the Board to provide oversight and direction regarding the Corporation’s strategic plan and long term goals.

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Audit Committee

The overall purpose of the Audit Committee (the “Committee”) of Midas Gold Corp. (the “Corporation”) is assist the board of directors (the “Board”) of the Corporation in fulfilling its oversight responsibilities for…

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EH&S Committee Mandate

The overall purpose of the Environment, Health & Safety Committee (the “Committee”) of Midas Gold Corp. (“Midas Gold”) is to review and monitor…

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Corporate Governance and Nominating Committee Mandate

The overall purpose of the Corporate Governance and Nominating Committee (the “CG&N Committee”) of Midas Gold Corp. (“Midas Gold”) is to provide a focus on corporate governance that will enhance corporate performance, and to provide oversight, on behalf of the Board of Directors (the “Board”) and shareholders, that the corporate governance system is effective in the discharge of its obligations to Midas Gold’s stakeholders.

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Majority Voting Policy

In an election of directors, other than at a Contested Meeting, any director who receives a greater number of shares withheld than shares voted in favour of his or her election must immediately tender his or her resignation (the “Resignation”) to the Board of Directors of the Company (the “Board”).

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Advance Notice Policy

Midas Gold Corp. (the “Company”) is committed to: (i) facilitating an orderly and efficient process for holding annual general meetings and, when the need arises, special meetings of its shareholders; (ii) ensuring that all shareholders receive adequate advance notice of the director nominations and sufficient information regarding all director nominees; and (iii) allowing shareholders to register an informed vote for directors of the Company after having been afforded reasonable time for appropriate deliberation.

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