Corporate Governance


RELATIONSHIP WITH SHAREHOLDERS

The Company places a high priority on communications with and accountability to shareholders. The Board recognizes that shareholders, as the ultimate owners of the Company, are entitled to receive timely and relevant high quality information about their investment. Similarly, prospective investors should be able to make an informed decision when considering the purchase of shares in Nevada Clean Magnesium Inc.

Information will be communicated to shareholders by:

  • Ensuring that published financial and other statutory reports are prepared in accordance with applicable laws and industry best practice;  
  • Ensuring the disclosure of full and timely information about the Company’s activities in accordance with the general and continuous disclosure principles in the TSX Listing Rules, the Corporations Act in Canada;  
  • Providing detailed reports from the Chairman at the Annual General Meeting;
  • Placing all material information released to the market (including notices of meeting and explanatory materials) on the Company’s website as soon as practical following release; and
  • Placing the Company’s market announcements and financial data for the preceding three years on its website.

In addition, the website includes a facility to allow interested parties to subscribe to receive, electronically, public releases and other relevant material concerning the Company.

Shareholders are encouraged to attend Annual General Meetings and ask questions of Directors and senior management and also the Company’s external auditors, who are required to be in attendance. In the event that shareholders are unable to attend meetings, they are encouraged to lodge proxies signifying their approval or otherwise of the business to be considered.

Shareholder Communication Policy

General
The Company recognizes the right of shareholders to be informed of matters, in addition to those prescribed by law, which affect their investments in the Company.

Continuous Disclosure
The Company adheres to a policy to ensure it complies with the continuous disclosure requirements of the law and the Toronto Venture Exchange (TSX.V).

Electronic Communication
The Company’s website (www.nevadacmi.com) carries the following information for shareholders:

  • Details relating to the Company’s directors and senior management;
  • Information relating to the Company’s operations;
  • Share price information; and
  • Board and Board Committee Charters and other key corporate governance documents.

The website also includes a facility to allow interested parties to subscribe to receive electronically public releases and other relevant material concerning the Company.

Disclosure Control Policy

Nevada Clean Magnesium Inc. is committed to ensuring that shareholders and the market are provided with full and timely information and that all stakeholders have equal and timely access to material information concerning the Company. The Company understands and respects that timely disclosure of price sensitive information is central to the efficient operation of the Toronto Venture Exchange securities market and has adopted a Disclosure Control Policy with underlying procedures covering public announcements, the prevention of selective or inadvertent disclosure, conduct of investor and analysts briefings, and media communications. This policy reflects the commitment of the Directors and management to promoting consistent disclosure practices aimed at accurate, timely and broadly disseminated disclosure of material information to the market. The Company has formed a Disclosure Control Committee which has responsibility for overseeing and coordinating disclosure of all public information. Members of this Committee are the Managing Director, Company Secretary and Chief Finance Officer.

Purpose of Company’s Disclosure Control Policy
The purpose of this Disclosure Control Policy is to provide a framework for Nevada Clean Magnesium Inc. (the ‘Company’) to meet its obligations to disclose material information to the investment community and to help investors develop and maintain realistic expectations regarding the performance of the Company and its securities by:

  • providing timely, orderly, consistent, balanced, and accurate information consistent with statutory and regulatory requirements – including stock exchange continuous disclosure requirements;
  • making material disclosures at all times, regardless of whether the disclosures may be viewed positively or negatively;
  • making all material disclosures on a broadly disseminated basis so that all parties in the investment community have fair access to the information disclosed by the Company;
  • being realistic on prospects for the Company’s future performance;
    developing, maintaining, and testing the Company’s disclosure controls and procedures; and
  • avoiding even the appearance of improper conduct on the part of anyone employed or associated with the Company with respect to such matters.

Material Information
Information will be considered “material” as that term is used in this Disclosure Control Policy if a reasonable person would expect to have a material effect on the price or value of the Company securities.

Scope of Company’s Disclosure Control Policy
This Disclosure Control Policy covers all Directors, Officers, employees and contractors of the Company. It covers external communications made through:

  • press releases,
  • investor and analyst presentations,
  • annual reports,
  • quarterly reports,
  • prospectuses,
  • other regulatory filings,
  • shareholder communications, and
  • information presented on the website.

The Company has in place formal procedures relating to the timely and balanced disclosure of material information.

Disclosure Control Committee and Description of Its Responsibilities
The Company has established a Disclosure Control Committee which consists of the following individuals:

  • Managing Director (Chair)
  • Company Secretary
  • Chief Financial Officer

The Disclosure Control Committee will use the external auditor and legal counsel in an advisory capacity where appropriate. The Disclosure Control Committee will meet as frequently as it deems appropriate. The responsibilities of the Disclosure Control Committee include:

  • keeping apprised of all material developments affecting the Company;
  • determining when developments affecting the Company require disclosure;
  • review and approve all material Company disclosure documents;
  • reviewing the disclosure aspects of major announcements, news releases, speeches, and other material communications;
  • designing such disclosure controls and procedures necessary to ensure that the financial information relating to the Company is made known during the period in which the annual report, quarterly report, information statements, and prospectuses are prepared;
  • evaluating the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by the financial statements and other financial information;
  • presenting conclusions about the effectiveness of the disclosure controls and procedures based on the evaluation;
  • developing, maintaining, and testing the information certification process; and
  • review the Disclosure Control Policy on an annual basis and update where appropriate.

Current Disclosure Policies
Policy on Releasing Material Information on a Real-time Basis
Material information will be publicly disclosed by news release to Toronto Venture Exchange on a timely basis, except as set out below, and disclosure should be balanced and factual.

If the Disclosure Control Committee determines that the public disclosure of certain information:

  • Would be a breach of a law to disclose the information; >
  • Concerns an incomplete proposal or negotiation;
  • Comprises matters of supposition or is insufficiently definite to warrant disclosure;
  • Is generated for the internal management purposes of the entity; or
  • Is a trade secret.

then the information will be kept confidential to the extent permitted by law, until the Disclosure Committee determines it is necessary or appropriate to publicly disclose. During the period before material information is publicly disclosed, market activity in the Company’s securities should be monitored.

Disclosure must include any information, the omission of which would make the rest of the disclosure misleading (half-truths are misleading). There must be no selective disclosure of material information. Previously undisclosed material information must not be disclosed to selected individuals (for example, in an interview with an analyst or in a telephone conversation with an investor). If previously undisclosed material information has been inadvertently disclosed to an analyst or any other person not bound by an express confidentiality obligation, the procedures set out under “Policy or Unintentional Disclosure” below must be followed.

Disclosure should be correct as soon as reasonably practicable if the Company subsequently learns that earlier disclosure by the Company contained a material error at the time it was given.

Policy on Inside Information
Directors, officers, employees, agents, and contractors of the Company shall not disclose material nonpublic information outside the Company and shall limit disclosure within the Company to persons with a need to know such information except as otherwise authorized by the Disclosure Control Committee or by this Disclosure Control Policy.

Policy on Employees Trading in Securities
Law prohibit employees of the Company who have access to material non-public information affecting a public company from trading the shares of that Company or advising others of such information before the information has been publicly disclosed. All readers of this policy should refer to the Company’s Policy for Trading in Company Securities for further details.

Policy on Responding to Inquiries from Investors, Analysts and the Media
All inquiries from investors, analysts and the media requesting information from the Company, whether the inquiry is over the phone, by fax, mail, email, or in person, will receive the same treatment. The Company will respond to all inquiries in a timely manner and the Managing Director will supervise the Company’s responses to such inquiries.

Policy on Reviewing Analysts’ Draft Models or Reports
It is the Company’s policy to review, upon request, analysts’ draft models or reports. However, this review will be for the sole purpose of pointing out errors in fact based on publicly disclosed information. It is the Company’s policy, when an analyst inquires with respect to his/her estimates, to question an analyst’s assumptions if the estimate is a significant outlier among the range of estimates and/or the Company’s published earnings guidance. The Company will limit its comments in responding to such inquiries to non material information. The Company will not confirm, or attempt to influence, an analyst’s opinions or conclusions and will not express comfort with the analyst’s model and earnings estimates.

Policy on Conducting and Monitoring Analyst Meetings and Conference Calls
The Company will conduct meetings and conference calls with analysts and investors on an individual or group basis as needed.

The C.E.O., or a designee, will be the spokesperson for participating in meetings or conference calls with analysts or investors. Any designee will undertake a pre-briefing by the Managing Director to ensure consistency of the message on matters the Company wants to convey to investors, to review the Company’s prior communications so the spokespersons are familiar with the material issues that are already on the public record, and to guard against inadvertent disclosure of material matters that have not been publicly released.

Policy on Industry Conferences
This policy applies to any form of communication, such as a speech, roundtable discussion or informal conversation on a convention centre floor, by any Director, officer employee, agent, and contractor of the Company made at any industry conference or similar event.

Policy on Rumors
The Company does not comment, affirmatively or negatively, on rumors. This also applies to rumors on the Internet. The Company will respond consistently to any rumors, stating, “It is our policy not to comment on market rumors or speculation.” Should a stock exchange request that the Company make a definitive statement in response to a market rumor that is causing significant volatility in the stock, the Disclosure Control Committee will consider the matter and decide whether to make a policy exception.

Policy on Unintentional Disclosure
Any disclosure made, whereby the person who made the disclosure either did not know or was reckless in not knowing that the information was both material information and had not been disclosed, is commonly referred to as unintentional disclosure. If it is determined that there has been unintentional disclosure, the Disclosure Control Committee will immediately take all appropriate steps including: disclosure of the material information that has been unintentionally disclosed; and notifying the person to whom the unintentional disclosure was made that such information has not been disclosed and must remain confidential and that he or she may not trade in the shares of the Company with knowledge of such information until it is disclosed.

Policy on Monitoring Other Communications by Company
Those Company executives responsible for communicating material information should ensure that the communication is accurate and balanced and that it complies with all legal and regulatory requirements. The Disclosure Control Committee will provide advice on these matters as requested.

Policy on Monitoring Company’s Communications
After public dissemination, the Company’s communications will be monitored to ensure accurate reporting, and the Company will take corrective measures, if necessary.

Policy on Disclosure Records
The Company will maintain, for distribution upon request, certain public information about the Company. The documents to be maintained in relation to the Company will include:

  • Annual Information Forms for the current financial year;
  • Management Information Circulars for the current financial year;
  • Management’s Discussion and Analysis for the current and immediately preceding financial year;
  • Quarterly Reports for the current financial year;
  • News releases for the current and immediately preceding financial year; and
  • Material Change Reports for the current financial year.

Material information will be publicly disclosed by news release to Toronto Venture Exchange on a timely basis and disclosure should be balanced and factual, except as set out below. Information will not be disclosed if the Disclosure Committee forms the view that all of the following are satisfied:

  • A reasonable person would not expect the information to be disclosed;
  • The information is confidential and regulators have not formed the view that the information has ceased to be confidential;
  • One or more of the following applies;
  • It would be a breach of a law to disclose the information;
  • The information concerns an incomplete proposal or negotiation;
  • The information comprises matters of supposition or is insufficiently definite to warrant disclosure;
  • The information is generated for the internal management purposes of the entity;
  • The information is a trade secret.

In this event, the information will be kept confidential to the extent permitted by law, until the Disclosure Committee determines it is necessary or appropriate to publicly disclose. During the period before material information is publicly disclosed, market activity in the Company’s securities should be monitored.
Disclosure must include any information, the omission of which would make the rest of the disclosure misleading (half-truths are misleading). There must be no selective disclosure of material information. Previously undisclosed material information must not be disclosed to selected individuals (for example, in an interview with an analyst or in a telephone conversation with an investor). If previously undisclosed material information has been inadvertently disclosed to an analyst or any other person not bound by an express confidentiality obligation, the procedures set out under “Policy oo Unintentional Disclosure” below must be followed.

Disclosure should be correct as soon as reasonably practicable if the Company subsequently learns that earlier disclosure by the Company contained a material error at the time it was given.

Consequences of Non-Compliance with Policy
Failure to comply with this Policy may result in severe consequences, which could include civil and criminal penalties and internal disciplinary action or termination of employment.

If you have any questions about how the Policy should be followed in a particular case, please contact Company Secretary, or another member of the Disclosure Control Committee.

Copyright © 2012 Nevada Clean Magnesium Inc.