CORPORATE GOVERNANCE AND SHAREHOLDER INFORMATION
Guinor’s ultimate goal is to create shareholder value through efficient exploration for gold and development of gold projects
The allocation of the company’s financial and human resources is of high importance in order to ensure financial strength and future growth.
Investor confidence is maintained and developed through open and accountable investor information. The Board and management are committed to ensuring transparency within the business, fair treatment of all stakeholders and accountability in all forms of communication.
Investor Relations
The Board and management of Guinor will seek to maintain an open and ongoing dialogue with the company’s shareholders. Furthermore, the company attaches considerable importance to ensuring that the market receives relevant and timely information. The company seeks to provide continuous disclosure by filings on SEDAR, distribution to the Toronto and Oslo Stock Exchange and through Canada News Wire and Hugin online and published on the Guinor website. In addition to routine reporting through the quarterly and annual report, Guinor considers it important to maintain a good culture of communication with the company’s shareholders through a dedicated investor relations program in North- America and Europe.
Shareholder rights
The board and management are committed to protecting shareholders’ rights, including secure registration of ownership and share transfers. All shareholders are encouraged to vote at the general meeting. As of December 31, 2004 Guinor had only one class of shares carrying the same rights to vote at the general meeting and to receive dividends.
The Annual General Meeting
The Annual General Meeting of the company will be held at the Toronto Board of Trade, Downtown Centre, 1 First Canadian Place, Toronto on May 11, 2005 at 9.00 a.m.
The Board of Directors
The board of directors comprises six directors who approve the strategic direction, plans and budgets. Furthermore the board manages issues of great strategic or economic importance for the group. All of the directors are considered independent to the principal shareholders. Tom Preststulen, the chairman, was the 4th largest shareholder on record in the company as of December 31, 2004, holding 6.72 per cent of the shares, and is considered independent.
Four of the six directors are considered unrelated of Guinor within the guidelines of the TSX. The CEO and president Trevor Schultz, who is also a director of the board is not unrelated.
Jay Kellerman is also considered not unrelated as he is a partner at the Canadian law firm Stikeman Elliott which provides services to the company.
The audit committee is responsible for monitoring the company’s accounting and financial reporting practices, the adequacy of its internal accounting systems, controls and procedures as well as liaising and reviewing accounting matters with the company’s external auditors.
The audit committee consists of three independent directors, who all consider themselves to be financially literate according to Canadian requirements.
The board presents the annual accounts and the potential allocation of dividends to the Annual General Meeting.
The Compensation and Corporate Governance Committee is responsible for reviewing and making recommendations to the board of directors concerning the appointment, compensation, benefits and termination of officers and all other senior company employees. The committee will also make recommendations concerning the remuneration of the board of directors. In addition, the committee will review and make recommendations regarding the company’s approach to corporate governance issues.
As at December 31, 2004, four out of six directors held shares in the company. All of the directors have also been granted share options.
The Board has considered the guidelines for corporate governance currently adopted by the Toronto Stock Exchange and believes that, at the present time, its approach to corporate governance is appropriate.
Share capital
As at December 31, 2004 Guinor Gold Corporation had an authorised sharecapital of 173.1 million common shares. Fully diluted, 182.5 million shares are outstanding including options to buy shares and broker warrants exercisable for common shares.
Listing
Guinor has a primary listing on the Toronto Stock Exchange and a secondary listing on the Oslo Stock Exchange under the ticker GNR.
Guinor’s predecessor Kenor, was first listed on the Oslo Stock Exchange’s main board in 1996. In March 2004, a share exchange offer was extended to all Kenor shareholders where they were offered one share in Guinor in exchange for one Kenor share. As a result Guinor is the parent company of the Group which listed on the Toronto Stock Exchange in April 7, 2004 and on the Oslo Stock Exchange on May 4, 2004.
Shareholder agreements
The company is not aware of any shareholder agreements.
Dividend policy
Guinor intends to secure shareholders’ interests by providing a long-term competitive return on their investments. It will strive to follow a dividend policy
which is favourable to shareholders. Future dividends will be dependent, in part, on the company’s profitability and investment requirements.
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