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2 maj, 2013 Annual General Meeting 2012 - Northland Resources

2 maj, 2013 Annual General Meeting 2012 - Northland Resources

12The members of the

12The members of the Nomination Committee are Birger Solberg (Chair), Tuomo Mäkelä and Stuart Pettifor, allof whom are independent directors.AuditorsOn behalf of shareholders and in accordance with current laws and regulations, the external auditors examinethe financial statements, group accounts, annual report and administration and management of the Company bythe Board of Directors and the President & CEO and CFO. The auditors are elected at the AGM. TheCompany’s auditors are Ernst & Young S.A. A breakdown of the Auditors’ fees can be found in the Company’sAnnual Information Form.Corporate Governance PoliciesThe Board expects management to operate the business of the Company in a manner that enhances shareholdervalue and is consistent with the highest level of integrity. Accordingly, the Board has adopted a Code ofBusiness Conduct and Ethics (the “Code”) which has been filed on SEDAR at www.sedar.com, and can befound on the Company’s website at www.northland.eu. In addition, the Board must comply with conflict ofinterest provisions in Luxembourg law, as well as relevant Canadian securities regulatory instruments, in orderto ensure that directors exercise independent judgment in considering transactions and agreements in respect ofwhich a director or executive officer has a material interest.In order to monitor compliance with the Code and provide an avenue for stakeholders (employees, officers,directors, suppliers, and customers) to raise concerns and reassurance that they will be protected from reprisalsor victimization for whistleblowing in good faith, the Board has also adopted a Whistleblower Policyestablishing the procedure for the receipt and treatment of reports by the Company regarding accounting,internal controls, auditing matters, disclosure, fraud and unethical business practices, whether submitted byCompany employees or third parties. Complaints are to be reported to Matti Kinnunen, Chairman of the AuditCommittee. Anonymous reports may be made through an independent, internal auditing and forensics servicesprovider. The Whistleblower Policy can be found on the Company’s website.PARTICULARS OF MATTERS TO BE ACTED UPONTo the knowledge of the Board, the only matters to be brought before the Meeting are those matters set forth inthe accompanying Notice of the Meeting, of which several are more particularly described as follows:Renewal of the Mandate of the Board of Directors; Appointment of Additional DirectorThe Board of Directors presently consists of five directors. Shareholders will be asked at the Meeting to renewthe mandate of the current members of the Board of Directors and to elect a new member until the next AGM.Unless authority to do so is withheld, the persons named in the accompanying proxy intend to vote for theelection of all six nominees whose names are set forth below (the “Nominees”). Management of the Companydoes not contemplate that any of the Nominees will be unable to serve as a Director, but if that should occur forany reason prior to the Meeting, it is intended that discretionary authority shall be exercised by the personsnamed in the enclosed form of proxy to vote the proxy for the election of any other person or persons in place ofany Nominee(s) unable to serve. Each Director elected will hold office until the close of the first annualmeeting of shareholders of the Company following his election unless his office is earlier vacated in accordancewith the Articles of Association of the Company.The management of the Company will recommend to the Meeting approval of fees to non-executive members ofthe board of directors of CAD 60,000 per annum, with an additional CAD 20,000 per annum to the directorserving as the Audit Committee Chair, and an additional CAD 10,000 per annum to each director serving as theChair of any of the other Committees.The following table sets out the names of the directors, where each is ordinarily resident, all offices of theCompany now held by them, their principal occupations for the past five years, the period of time for which

13each has been a director of the Company, and the number of shares of the Company or any of its subsidiariesbeneficially owned by each, directly or indirectly, or over which control or direction is exercised, as at the datehereof.Name, Position and Principal Occupation Period as a DirectorResidency (1) or Employment (1) of the Company No. of Shares (1)ANDERS HVIDE Executive Chairman of the Company January 27, 2009 1,557,000 indirectExecutive Chairmanto presentOslo, NorwayMATTI KINNUNEN (2) Businessman October 26, 2010 NilDirectorto presentStockholm, SwedenTUOMO MÄKELÄ (2)(3)(4) President of Outokumpu Mining Oy August 29, 2007 NilDirector (stainless steel supplier) to presentOulu, FinlandSTUART PETTIFOR (2) (3)(4)(5) Retired steel industry executive August 9, 2007 NilDirectorto presentNorth Yorks, United KingdomCARL-MICHAEL RAIHLE President, Ovako Tube & Ring N/A NilN/AVästerås, SwedenBIRGER SOLBERG (3)(4)(5) Managing Director & CEO, Sibelco Nordic May 9, 2007 50,000 indirectDirector (industrial minerals supplier) to presentOslo, NorwayNotes:(1) The information as to country of residence, principal occupation, and shares held is not within the knowledgeof the management of the Company and has been furnished by the respective nominees.(2) Member of the Audit Committee of the Company.(3) Member of the Compensation Committee of the Company.(4) Member of the Nomination Committee of the Company.(5) Member of the EHS Committee of the Company.Corporate Cease Trade OrdersTo the Company’s knowledge, no proposed director of the Company is, as at the date of this InformationCircular, or was within 10 years before the date of this Information Circular, a director, chief executive officeror chief financial officer of any company (including the Company) that:(a) was subject to a cease trade order or similar order or an order that denied the relevant company access toany exemption under securities legislation, that was in effect for a period of more than 30 consecutive days thatwas issued while the director or executive officer was acting in the capacity as director, chief executive officeror chief financial officer; or(b) was subject to a cease trade order or similar order or an order that denied the relevant company access toany exemption under securities legislation, that was in effect for a period of more than 30 consecutive days, thatwas issued after the director or executive officer ceased to be a director, chief executive officer or chief financialofficer and which resulted from an event that occurred while that person was acting in the capacity as director,chief executive officer or chief financial officer.BankruptciesTo the Company’s knowledge, no proposed director of the Company:(a) is, as at the date of this Information Circular, or has been within the 10 years before the date of thisInformation Circular, a director or executive officer of any company (including the Company) that, while thatperson was acting in that capacity, or within a year of that person ceasing to act in that capacity, becamebankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or

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