Corporate Governance Statement
The Board of Directors of Asian Mineral Resources Limited is responsible for the corporate governance practices of the Company and its subsidiaries including Ban Phuc Nickel Mines Limited on behalf of the shareholders. The following statement outlines the main corporate governance practices in place, which comply with Toronto Stock Exchange Venture Exchange ("TSX.V") listing recommendations:
Board of Directors
To ensure the Board is well equipped to discharge its responsibilities it has established guidelines for the nomination and selection of directors and for the operation of the Board.
Role of the Board
The Board's primary role is the protection and enhancement of long-term shareholder value.
The Board is responsible for the overall management of the consolidated entity including the strategic direction, establishing goals for management and monitoring the achievement of these goals. Nomination and remuneration of directors and business risk management are the responsibility of the Board as a whole. The Board has established a framework for the management of the Company and its controlled entities including a system of internal control, a business risk management process and the establishment of appropriate ethical standards. The agenda for meetings includes the CEO's report, financial reports, project reports, strategic matters, governance and compliance.
Composition of the Board
The Board currently comprises three directors. This number may be increased where it is necessary or desirable due to a commercial alliance, or to provide additional expertise in specific areas. It comprises directors with a broad range of expertise with an emphasis on exploration, mining and project development related experience.
Occupational health and safety standards and management systems are monitored and reviewed to achieve high standards of performance and compliance with regulations; and business transactions are properly authorised and executed.
The Board reviews its composition as required to ensure that the Board has the appropriate mix of expertise and experience. When a vacancy exists, for whatever reason, or where it is considered that the Board would benefit from the services of a new director with particular skills, candidates with the appropriate expertise and experience are considered. The Board then appoints the most suitable candidate who must stand for election at the next general meeting of shareholders.
The performance of all directors is reviewed by the chairman each year. Directors whose performance is unsatisfactory are asked to retire.
All directors, managers and employees are expected to act with the utmost integrity and objectivity, striving at all times to enhance the performance and reputation of the Company and its controlled entities.
Conflict of interest
Directors must keep the Board advised, on an ongoing basis, of any interest that could potentially conflict with those of the Company. Where the Board believes that a significant conflict exists, the director concerned does not receive the relevant board papers and is not present at the meeting while the item is considered.
Independent professional advice and access to company information
Each director has the right of access to all relevant Company information and to the Company's executives and, subject to prior consultation with the chairman, may seek independent professional advice at the Company's expense. A copy of the advice received by the director is made available to all other members of the Board.