Corporate Governance

The Board of Directors of Avesoro Resources Inc. ( the “Board”) is accountable to the shareholders for the corporate governance of the Company. Avesoro Resources Inc. operates in an effective and efficient way, with integrity and with due regard for the interests of all stakeholders.

Board of Directors

The duties and responsibilities of the Board are to:

(a) provide entrepreneurial leadership of the Company within a framework of prudent and effective controls which enable risks to be identified, assessed, managed and mitigated;

(b) set and approve the Company’s strategy and objectives, operating plans, key transactions, material contracts and budgets;

(c) ensure that the necessary financial and human resources are in place for the Company to meet its objectives and review management performance;

(d) set the Company’s values and standards and ensure that its obligations to its shareholders and others are understood and met;

(e) ensure stewardship in the financial affairs of the Company; and

(f) ensure effective communication as it relates to the Company and its business with all stakeholders, including shareholders, employees, the public and other interested parties.

Although the Board does not have a written mandate, in the discharge of its responsibilities, the Board will oversee and review directly or through its committees, the following matters:

(a) the strategic planning process of the company;

(b) an annual operating and capital budget and a business plan for the Company;

(c) identification of the principal risks to the Company’s business and ensuring the implementation of appropriate systems to manage these risks;

(d) succession planning, including appointing, training and monitoring senior management; and

(e) a communications policy for the Company to facilitate communications with investors and other interested parties.

The Board also has the mandate to assess the effectiveness of the Board as a whole and the contribution of individual directors.

Composition of the Board

The Board is currently comprised of Messrs. Gűnal, Umurhan, Erye, Netherway, Martin and Owen.  All of the Company’s current directors are considered “independent” (as that term is defined in NI 58-101), other than Mr. Umurhan and Mr Eyre as they are the Chief Executive Officer and Chief Financial Officer of the Company respectively.

The Board believes that it functions independently of management. To enhance its ability to act independently of management, the Board reviews its procedures from time to time to ensure that it can function independently of management. The Board and/or independent directors meet, as necessary, without management and/or non-independent directors present. Mr. Netherway, a non-executive of the Board, is an independent director and provides leadership to the other independent directors, as required. If and when conflicts arise on the Board, interested parties are to be precluded from voting on matters in which they may have an interest.

The following table details the Board members and the committees that deal with the Group’s affairs:

 

Directors Title Date Appointed Committees
Mehmet Nazif Gűnal Chairman & director Jul 15, 2016  
Serhan Umurhan CEO & director Jul 15, 2016  
Geoff Eyre CFO & director Jul 15, 2016  
David Netherway Non-executive director Feb 1, 2011 AC, CGRMC, RNC
Jean Guy Martin Non-executive director Jun 6, 2011 AC, CGRMC, RNC
Loudon Owen Non-executive director May 7, 2014 AC, CGRMC, RNC

Audit Committee (AC)

An Audit Committee for Avesoro Resources Inc. has been established and is comprised of Jean Guy Martin (Chairman) David Netherway and Loudon Owen each of whom is a non-executive director of the Company. The Audit Committee is responsible for: (i) ensuring that the Company’s management has designed and implemented an effective system of internal financial controls; (ii) reviewing and reporting on the integrity of the consolidated financial statements of the Company and related financial information; (iii) reviewing the Company’s compliance with regulatory and statutory requirements as they relate to financial statements, taxation matters and disclosure of financial information; (iv) monitoring the independence of the external auditors; and (v) performing such other duties and responsibilities as may be consistent with its charter. In performing its duties, the Audit Committee will maintain effective working relationships with the other members of the Board, management and the external auditors of the Company. To perform his role effectively, each Audit Committee member has obtained an understanding of the responsibilities of Audit Committee membership as well as the Company’s business, operations and risks.

The Audit Committee Charter is available here.

Corporate Governance and Risk Management Committee (CGRMC)

The Corporate Governance and Risk Management Committee for Avesoro Resources Inc. has been established and is comprised of Loudon Owen(Chairman), David Netherway and Jean-Guy Martin each of whom is a non-executive director of the Company. The primary duties and responsibilities of the Corporate Governance and Risk Management Committee are expected to include: (i) developing the Company’s approach to corporate governance issues; (ii) evaluating the efficiency of the Board, its committees and their respective chairmen, and each director; (iii) developing the Company’s approach to risk management issues and (iv) performing such other duties and responsibilities as may be consistent with its charter. The Corporate Governance and Risk Management Committee will also assist the Board in fulfilling its responsibilities with respect to recruitment, evaluation, compensation and succession planning for senior management and other employees.

Being the relevant corporate governance standards in Canada, the Company will comply with the Governance and Risk Management Committee Charter and will be subject to the requirements of National Instrument 58-101- Disclosure of Corporate Governance Practices and may voluntarily adhere to National Policy 58-201-Corporate Governance Guidelines.

The Governance and Risk Management Committee Charter is available here.

Remuneration and Nomination Committee (RNC)

A Remuneration and Nomination Committee for Avesoro Resources Inc. has been established and is comprised of David Netherway (Chairman), Jean-Guy Martin and Loudon Owen each of whom is a non-executive director of the Company. The Remuneration and Nomination Committee will be responsible for: (i) setting the compensation of the Company’s executive officers; (ii) overseeing the Company’s equity-based plans; (iii) reviewing and making recommendations to the Board regarding directors’ compensation, including setting key performance indicators for performance based rewards; (iv) reviewing the composition of the Board and ensuring that the Board has an appropriate mix of skills, diversity and experience to properly fulfill its responsibilities; (v) considering nominations for potential candidates to act as directors of the Company; and (vi) performing such other duties and responsibilities as may be consistent with its charter, which is being reviewed.

The Remuneration and Nomination Committee Charter is available here.

Internal Controls

The directors are responsible for establishing and maintaining the Company’s internal controls and for reviewing their effectiveness. Financial, operational and compliance procedures are designed to safeguard the Company’s assets and are regularly reviewed by the Board. The internal control system is an ongoing process for identifying, evaluating and managing the significant risks faced by the company. It can only provide reasonable and not absolute assurance against material misstatement or loss. The directors are satisfied that the existing controls are adequate and effective with regard to the size of the Company and the stage of its development.

Communication with Shareholders

The Board recognises that it is accountable to shareholders for the performance and activities of the Company. The Board attaches great importance to maintaining good relations with its shareholders and promotes direct communication wherever possible. Market-sensitive information is released to all shareholders concurrently in line with stock exchange rules. The Company is listed on the Toronto (TSX; Ticker: AUE) and London (AIM; Ticker: AUE) stock exchanges. Additional information about the Company may be found on SEDAR at  www.sedar.com.

UK City Code on Takeovers and Mergers

The Company is not subject to the UK City Code on Takeovers and Mergers, as it does not have a registered office in the United Kingdom, Channel Islands or the Isle of Man. The Company is subject to the relevant provisions of Canadian Securities laws in relation to takeovers.