Corporate Governance

Board of Directors

The Board of Directors (the “Board”) explicitly assumes responsibility for the stewardship of SOPerior Fertilizer Corp. (the "Corporation") and its business.  This stewardship function includes responsibility for the matters set out in the Charter (refer to link below), which form part of the Board's statutory responsibility to manage or supervise the management of the Corporation's business and affairs.

A Governance, Compensation and Nominating Committee has been created with a responsibility to review the Board’s mandate on an annual basis. The committee will propose changes where deemed necessary to ensure the Corporation’s legal and regulatory requirements are addressed.

Board Mandate
Code of Business Conduct and Ethics

Audit Committee

The primary purpose of the Audit Committee is to ensure Board oversight of the integrity of the Corporation’s financial statements; the Corporation’s compliance with legal and regulatory requirements; the qualification and independence of the external auditor’s and the performance of the internal/external audit function of the Corporation.

Audit Committee Charter

Governance, Compensation and Nominating Committee

The Governance, Compensation and Nominating Committee’s purpose is to assist Board oversight of executive and director compensation, director nomination and corporate governance. This includes the following:

  • reviewing and approving corporate goals and objectives relevant to CEO compensation, evaluating the CEO's performance in light of these goals and objectives and, either as a committee or together with other independent directors, determine and approve the CEO's compensation level based on this evaluation;
  • recommending to the Board non-CEO compensation, incentive-based plans and equity-based plans;
  • approving and monitoring insider trading and share ownership policies;
  • identifying individuals qualified to become Board members, consistent with criteria established by the Board;
  • recommending that the Board select the director nominees for the next annual meeting of shareholders;
  • developing and recommending to the Board a set of corporate governance principles applicable to the Corporation;
  • overseeing the evaluation of the Board and senior management;
  • reviewing compensation disclosure in public documents, and producing for inclusion in the Committee's annual report on executive compensation for inclusion in the company's information (proxy) circular, in accordance with applicable rules and regulations; and
  • such other matters as are set out in this Charter or as may otherwise be assigned to the Committee by the Board.

Governance, Compensation and Nominating Committee Charter

Technical Committee

The Technical Committee's purpose is to assist Board oversight of technical, environmental and safety matters. This includes  the following:

  • the planning, development and construction of the Corporation's major capital projects;
  • technical matters relating to exploration, development, permitting and operation of the Corporation's mining properties;
  • material technical commercial arrangements;
  • operating and production plans for proposed and existing mines;
  • ensuring the Corporation implements best-in-class property development and operating practices;
  • the development, implementation and monitoring of all health, safety, environmental and social responsibility policies and programs of the Corporation;
  • monitoring and reviewing current and future regulatory issues relating to health, safety and the environment; and
  • such other matters as are set out in this Charter or as may otherwise be assigned to the Committee by the Board.

Technical, Environmental and Safety Committee Charter

Articles of Amendment

Director Position Descriptions

Majority Voting Policy

SOPerior Fertilizer Corp. ESTMA report for the year ended December 31, 2017