Pursuing and developing exploration project opportunities in Latin America

Corporate Governance

Corporate Governance Audit Committee

The Audit Committee consists of Edward W. Blessing (Chair), Robert Cross, and Dr. Charle A. Gamba, all of whom are considered to be “independent” and “financially literate” within the meaning of NI 52-110. The specific mandate and responsibilities of the Audit Committee are set out in the following document: Audit Committee’s Mandate and Responsibilities (Audit Committee Charter).

In accordance with the requirements of NI 52-110 and CP 52-110, the Audit Committee will periodically assess the adequacy of procedures for the public disclosure of financial information and review on behalf of the Board, and report to the Board, the results of its review and its recommendations regarding all material matters of a financial reporting and audit nature, including, but not limited to, the following:

  • review of Management’s identification of principal financial risks and monitor the process for managing such risks.
  • oversight and monitoring of the Company’s compliance with public disclosure and other legal and regulatory requirements.
  • oversight and monitoring of the integrity of the Company’s accounting and financial reporting processes, financial statements and system of internal controls regarding accounting and financial reporting and accounting compliance.
  • oversight of audits of the Company’s financial statements.
  • oversight and monitoring of the qualifications, independence and performance of the Company’s external auditors.
  • providing and maintaining an avenue of communication among the external auditors, Management, the accountants and the Board; and regular reporting to the Board.

The Company believes that each of the members of the Audit Committee possesses substantially all of the following: (i) an understanding of the accounting principles used by the Company to prepare its financial statements; (ii) the ability to assess the general application of such accounting principles in connection with the accounting for estimates, accruals and reserves; (iii) experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the Company’s financial statements, or experience actively supervising one or more individuals engaged in such activities; and (iv) an understanding of internal controls and procedures for financial reporting.

Audit Committee Oversight

At no time since the commencement of the year ended December 31, 2013 was a recommendation of the audit committee to nominate or compensate an external auditor not adopted by the Board of Directors.

Reliance on Certain Exemption

At no time since the commencement of the year ended December 31, 2013 has the Company relied on the exemption in Section 2.4 of NI 52-110
(De Minimis Non Audit Services).

Pre-Approval Policies and Procedures for the Engagement of Non-Audit Services

The Audit Committee has adopted specific policies and procedures for the engagement of non-audit services, as described in the Audit Committee Charter.

External Auditor Service Fees

The Company and its subsidiaries did not pay or incur any external auditor fees for the financial years ended December 31, 2012 and 2013.