Candelaria Mining Corp. (the “Company”) maintains high corporate governance standards. Candelaria believes that Corporate Governance is the process and structure used to oversee the management of the business affairs of the Company in the best interests of the Company. The process and structure define the division of authority between, and establish mechanisms for achieving accountability by, the Board of Directors (the “Board”) and senior management.
Code of Conduct
Candelaria has a Code of Conduct applicable to every employee of the company and its affiliates that sets forth and reaffirms the high standards of business conduct required of all employees. The Code is part of Canelarias’ continuing effort to ensure compliance with applicable laws, to prevent and detect violations of law, and to educate and train its employees.
Environmental Policy and Safety
Candelaria believes environmental excellence is integral to business success. Candelaria is committed to a high standard of environmental performance and responsible environmental stewardship in all aspects of its activities worldwide. Ensuring Safety of people affected by our operations is Candelaria’s most fundamental responsibilities.
The Audit Committee has the authority to engage independent counsel, to set and pay compensation for advisors and to communicate directly with internal and external auditors. External auditors will report directly to the audit committee. The Audit Committee will be composed of a minimum of three members, where two of the three are independent directors of the Corporation and are financially literate.
Audit Committee Members: Wayne Hubert (Chairman of Audit Committee), Mark Backens and Javier Reyes.
Governance and Nominating Committee
The Corporate Governance and Nominating Committee is appointed by the Board to oversee and evaluate the Board's performance and the company's compliance with corporate governance regulations, guidelines and principles, to identify individuals qualified to become Board members, to recommend to the Board proposed nominees for Board membership, and to recommend to the Board directors to serve on each standing committee.
The role and responsibilities of the Corporate Governance and Nominating Committee are governed by a written charter.
Governance and Nominating Committee Members: Manuel Gomez (Chair), Javier Reyes and Ramon Perez
The Compensation Committee is appointed by the Board to establish, administer and evaluate the compensation philosophy, policies and plans for our non-employee directors and executive officers. The Committee periodically determines and makes recommendations to the Board regarding director and executive compensation. The Compensation Committee annually reviews the performance and determines the compensation of the Chief Executive Officer, based on criteria including the company’s performance and accomplishment of long-term strategic objectives.
The Committee prepares an annual report for inclusion in the company’s proxy statement regarding executive salaries, discretionary bonus and stock option awards and the compensation of the company’s Chief Executive Officer.
Compensation Committee Members: Javier Reyes (Chair), Javier Montaño and Manuel Gomez
The purpose of the disclosure policy is to ensure that communication with the investing public about the Company is done in a timely, factual, accurate and broadly disseminated with all the applicable legal and regulatory requirements.
Insider Trading Policy exists to advise all directors, officers, employees and contractors of Candelaria and its subsidiaries of their responsibilities regarding continuous disclosure, priced sensitive information and insider trading. Candelaria takes continuous disclosure and insider trading very seriously. It expects its directors, officers, employees and contractors to do the same. This Policy outlines Candelaria’s policy and procedures for the compliance with the laws concerning continuous disclosure and insider trading and is intended to protect employees from inadvertently breaching those rules. All directors, officers, employees and contractors of Candelaria are subject to the Policy relating to investments in Candelaria’s securities.
The Audit Committee of The Board of Directors of the Corporation has established procedures to receive, retain, investigate and act on complaints and concerns received by the Corporation regarding accounting, internal accounting controls and auditing matters, including complaints regarding violations of the Corporation’s accounting policies and Code of Ethics. In addition, these procedures are designed to address the confidential, anonymous submission by employees of the Corporation of concerns regarding questionable accounting or auditing matters.
In the discretion of the Audit Committee, the responsibilities of the Audit committee created by these procedures may be delegated to the Chairman of the Audit Committee or to a subcommittee of the Audit Committee.