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The Board of Directors
The Board of Directors is responsible for the oversight of the management of the Corporation's business and affairs. The Board has the statutory authority and obligation to protect and enhance the value of the Corporation in the interest of all shareholders. Members of the Board of Directors, along with management and employees, believe that good corporate governance contributes to the creation of shareholder value.
Composition and Independence of the Board
The Board is composed of four directors. All but one of the current Directors are independent under the Toronto Stock Exchange (TSX) Corporate Governance Guidelines. Athough Mr. Jeff Kennedy is not related to the Manager of Uranium Participation Corporation, the Board does not regard him as being an independent because he is a senior officer and director of an insider of the Corporation.
The Board has access to information independent of management through the Corporation’s auditors, PricewaterhouseCoopers LLP. The Audit Committee and the Corporate Governance and Nominating Committee regularly meet in the absence of management.
Avoidance of Conflicts of Interest: Related Purchases
The Board has established a procedure for reviewing transactions in which the Manager may have or appear to have a conflict of interest as follows. If the Manager determines that it would be beneficial for Uranium Participation Corporation to purchase or sell U3O8 from or to the production or inventories of the Manager or McClean Uranium Limited, an affiliated company of the Manager, or another other related party (as such term is defined in Ontario Securities Commision Rule 61-501, as amended, a "Related Party") of the Manager (a "Related Purchase"), then such purchase or sale shall be deemed to be Related Purchase and will require the approval of the majority of the independent directors of Uranium Participation Corporation for all amounts over $1,000,000 in the aggregate.
Committees of the Board
The Board of Directors currently has the following two standing committees:
- Audit Committee
- Corporate Governance and Nominating Committee
Audit Committee
The Board has established an Audit Committee comprised of three of its directors, all of whom qualify as independent and financially literate as such terms are defined under Multilateral Instrument 52-110 - Audit Committees (“MI 52-110”). Being governed by National Instrument 81-106 – Investment Fund Continuous Disclosure (“NI 81-106”), the Corporation is not obligated to comply with MI 52-110. Nonetheless, the Board has chosen to follow the regulations as they apply to audit committees.
This committee is responsible for such matters as the review of financial statements and related press releases, monitoring Uranium Participation Corp.’s financial reporting, accounting systems and internal controls and for the review of the independence and selection of, and liaising with, external auditors. The Board has adopted a charter of the audit committee (the “Charter”) which sets out the audit committee’s mandate, organization, powers and responsibilities. The complete Charter is attached as Schedule A to this AIF.
Corporate Governance and Nominating Committee
The Corporate Governance and Nominating Committee, which is comprised of all four directors, is responsible for developing Uranium Participation Corp.’s approach to corporate governance issues, advising the Board of Directors in filling vacancies and, periodically, reviewing the composition and effectiveness of the Board of Directors, the contribution of individual directors and the remuneration paid to the directors.
Standing Committees of the Corporation
The Board of Directors currently has the following standing committee:
- Audit Committee
- Corporate Governance and Nominating Committee
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