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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 American Stock Exchange (the “Amex”) and the Toronto Stock Exchange. 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 National Instrument 58-101 Disclosure of Corporate Governance Practices and National Policy 58-201 Corporate Governance Guidelines.

The Audit Committee’s principal responsibility 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 will determine the appropriate committee structure and develop and recommend 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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