The Board believes that good corporate governance improves corporate performance and benefits all shareholders. Consistent with National Policy 58-201 - Corporate Governance Guidelines for corporate governance practices of reporting issuers, the Board of Directors facilitates its exercise of independent supervision over the Company’s management through frequent meetings of the Board, which is comprised of five (5) directors, two (2) of whom are independent for the purposes of NI 58-101.
Certain of the directors are also directors of other reporting issuers. The Board has found that the fiduciary duties placed on individual directors by the Company’s governing corporate legislation and the common law and the restrictions placed by applicable corporate legislation on an individual director’s participation in decisions of the Board in which the director has an interest have been sufficient to ensure that the Board operates independently of management and in the best interests of the Company.
Michael Dufresne, M.Sc., P.Geol., P.Geo., an independent director of the Company, also serves as a qualified person as defined by National Instrument 43-101, responsible for reviewing and approving the technical content of all materials publicly disclosed by Benchmark, including news releases, corporate presentations, fact sheets, and website.
Further information on Benchmark’s corporate governance policies can be found on www.sedar.com in the Information Circular produced for its Annual General Meeting, including the composition and function of committees for board nominations, compensation and audit.