Corporate Governance Compliance
The information was reviewed on September 8, 2023.
General
The Board of Directors (the “Board”) recognizes that good corporate governance is of fundamental importance to the success of Amaroq Minerals Ltd. (“Amaroq Minerals” or the “Corporation”). The Board is committed to sound corporate governance practices, both in the interests of its shareholders and to contribute to effective and efficient decision-making.
As a result of the Corporation’s listing on the TSX-V and being a reporting issuer in the Canadian province of Ontario, it is subject, among other laws and regulations, to instruments published by relevant Canadian securities regulators. One such instrument, NI 58-101 Disclosure of Corporate Governance Practices, prescribes certain disclosure by the Company of its corporate governance practices and NP 58-201 Corporate Governance Guidelines provides non-prescriptive guidelines on corporate governance practices for reporting issuers. The Corporation has established corporate governance practices and procedures that comply with Canadian corporate governance standards appropriate for publicly listed companies.
Amaroq Minerals aims to uphold the highest standards of governance, responsibility, social and ethical behaviour. Amaroq Minerals has implemented a Code of Business Conduct and Ethics and Integrity Program that apply to all employees and contractors and which provide a framework for conducting business, dealing with other employees, clients and suppliers, and reflects the Corporation’s commitment to a culture of honesty, integrity and accountability.
The Corporation additionally complies with the recommendations set out in the corporate governance guidelines for smaller quoted companies published by the Quoted Companies Alliance (the “QCA Code”), with limited exceptions as detailed in the QCA Code Disclosures below. The Corporation believes that the QCA Code provides an appropriate framework to sustain a strong level of governance, given its size and admission to AIM.
On November 3, 2022, the Corporation achieved a successful capital fundraising and became listed on the Nasdaq First North Growth Market in Iceland. In 2023, with a defined path to cashflow and substantial backing from Icelandic investors, the Corporation made the strategic move to transfer its shares to the Main Market of Nasdaq Iceland. As part of this transition, the Corporation committed to adhering to the Corporate Governance Guidelines published by the Iceland Chamber of Commerce, Nasdaq Iceland, and the SA Confederation of Icelandic Enterprise.
The Corporation´s shares were admitted to trading on the Main Market on September 21, 2023.
The QCA Code has ten principles of corporate governance that the Corporation has committed to apply to its business. These principles are:
- Establish a strategy and business model which aims to promote long-term value for shareholders;
- Seek to understand and meet shareholder needs and expectations;
- Consider wider stakeholder and social responsibilities and their implications for long term success;
- Embed effective risk management, considering both opportunities and threats, throughout the organisation;
- Maintain the board as a well-functioning balanced team led by the Chair;
- Ensure that between them the directors have the necessary up to date experience, skills and capabilities;
- Evaluate board performance based on clear and relevant objectives, seeking continuous improvement;
- Promote a corporate culture that is based on ethical values and behaviors;
- Maintain governance structures and processes that are fit for purpose and support good decision-making by the Board;
- Communicate how the Company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders.
Board
The Board of Directors holds supreme authority between shareholders’ meetings. It ensures that the Corporation’s organisation and operations are in a good state. It promotes the development and long- term performance of the Corporation and supervises its operations.
The Board is responsible for the supervision of the management and must act in the best interests of the Corporation and its shareholders. The Board acts in accordance with the laws of Canada, the UK and Iceland, the Articles and By-laws of the Corporation, and the specific terms of reference as laid out for each committee and the Board as a whole, including the Mandate of the Board (Rules of Procedure).
The Board holds supreme authority between shareholders’ meetings, promotes the development and long- term performance of the Corporation and supervises its operations. The Board regularly assesses the performance of the Corporation´s executive directors and how the Corporation´s policies are implemented. The Board takes the initiative, together with the Chief Executive Officer, in formulating policies and setting goals and risk parameters for the Corporation, both in the short and long term. It establishes an active system of internal controls and ensures that all operations are in conformity with existing laws and regulations and the interests of all shareholders are protected.
The Board is committed to treating all shareholders in the same manner and ensure their equality.
Matters that require Board approval include, among other things: (i) setting goals and strategy and approval of the quarterly and annual financial statements and management discussion and analysis; (ii) the issuance of securities; (iii) significant acquisitions; (iv) annual capital and operating plans and budgets; and (v) following the recommendation of the Compensation Committee, the compensation of members of the senior management team.
The Board facilitates its exercise of independent supervision over the Company’s management through frequent meetings of the Board. The Board shall review its procedures on an ongoing basis to ensure it is functioning independently of management. As circumstances require, the Board will meet without management present, and convene meetings, as deemed necessary, of the independent directors, at which meetings, non-independent directors and members of management will not be in attendance. When conflicts arise, interested parties are precluded from voting on matters in which they may have an interest.
The Board is currently comprised of two executive officers (Eldur Olafsson and Jaco Crouse) and six non-executive directors. The board believes that it has an appropriate balance between executive and non-executive directors.
Of the non-executive directors, the Board considers that all of them are “independent” in accordance with Icelandic Corporate Governance Guidelines.
Line Frederiksen, Liane Kelly, Warwick Morley-Jepson and Sigurbjorn Thorkelsson are “independent” in accordance with Canadian corporate governance standards, but Graham Stewart and David Neuhauser are not (as a result of being the chairman of the Corporation and as a result of David’s interest in Common Shares, held through Livermore Partners, being over five percent of the Corporation).
The Board considers that Graham Stewart, Line Frederiksen, Liane Kelly, Warwick Morley-Jepson and Sigurbjorn Thorkelsson are “independent” from a UK corporate governance perspective, notwithstanding the interests in Common Shares held by Graham Stewart and Sigurbjorn Thorkelsson (through Fossar Holdings Ltd, a company that is jointly owned by Sigurbjorn Thorkelsson and his spouse and is the holding company for Fossar Ltd and Klettar Investments ehf.) but David Neuhauser is not (as a result of his interest in Common Shares, held through Livermore Partners, being over five percent of the Corporation).
Board and ManagementBoard Committees
The Board currently has five committees, the Audit and Risk Management Committee, the Compensation Committee, the Corporate Governance and Nomination Committee, the Disclosure Committee, and the Safety and Environmental Committee, with formally delegated duties and responsibilities.
Code of Business Conduct and Ethics
Code of Business Conduct & EthicsGeneral
To all directors, officers, employees, consultants and agents (collectively, “Amaroq Minerals Personnel”)
It is the policy of the Corporation that all of our activities should be conducted with the highest standards of fairness, honesty and integrity and in compliance with all legal and regulatory requirements. In varying degrees, as Amaroq Minerals Personnel, you represent the Corporation in your dealings with others, whether they be other Amaroq Minerals Personnel, suppliers, competitors, governments or the general public.
The Corporation expects each of you as directors, officers (including the President and Chief Executive Officer (“CEO”), Chief Financial Officer (“CFO”), employees, consultants and agents of the Corporation to conduct your dealings on behalf of the Corporation in accordance with this Code. So that there can be no doubt as to what is expected of each of you in this regard, the board of directors of the Corporation has endorsed this Code of Business Conduct and Ethics (the “Code”) which is to be followed by all Amaroq Personnel.
We will uphold all laws relevant to countering bribery and corruption in all the jurisdictions in which we operate, including the UK Bribery Act 2010, the Canadian Criminal Code and the Canadian Corruption of Foreign Public Officials Act, in respect of our conduct both at home and abroad.