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Corporate Governance
The Board of Directors of
Allied Nevada is composed of 10 members. Six of the directors
are independent under the rules of the New York Stock Exchange
(“NYSE-A”) and the Toronto Stock Exchange (“TSX”). The
Company’s governance policies were designed in light of the
corporate governance guidelines published by the SEC, the AMEX,
and the Canadian securities regulatory authorities, including
the National Instrument 58-101 Disclosure of Corporate
Governance Practices and the National Policy 58-201 Corporate
Governance Guidelines.
The principal responsibility of the Audit
Committee is one of oversight. The Audit Committee of the
Board of Directors was established to assist the Board in monitoring the
Company’s accounting and financial reporting processes, the integrity of
the financial Company’s statements, compliance by the Company with legal
and regulatory requirements, and business practices and ethical
standards of the Company in general. The Committee is responsible for
the appointment and oversight of the Company’s independent auditor. The
Committee provides an open avenue of communication between management,
the independent auditor, and the Board. The members of the Audit
Committee are Terry M. Palmer (Chairman), D. Bruce Sinclair, and Robert
Wardell.
The Compensation Committee was
established by the Board to oversee the compensation of the Company’s
officers and directors as well as the Company’s compensation plans,
policies and programs. The members of the Compensation Committee are D.
Bruce Sinclair (Chairman), John Ivany, and Robert Wardell.
The primary function of the Corporate
Governance Committee is to identify individuals qualified to
become members of the Board, recommend director candidates to the Board,
and to review Allied Nevada’s governance policies in light of applicable
regulatory and stock exchange guidelines. The Committee establishes and
recommends the criteria for the selection of new candidates to serve on
the Board. Also, it determined the appropriate committee structure and
develops and recommends to the Board a set of corporate governance
principles applicable to the Company. The members of the Corporate
Governance Committee are Robert Wardell (Chairman), John Ivany, and
Cameron Mingay.
The Health, Safety and Environmental
Committee was established by the Board in order to insure that
best industry practices and standards, as well as regulatory standards
are maintained by Allied Nevada Gold Corp. The members of the Health,
Safety and Environmental Committee are Mike Richings (Chairman), W.
Durand Eppler, and Carl Pescio.
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