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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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