?33017?Loncor Resources Inc.'s Board of Directors and management are committed to the highest standards of corporate governance and monitor changing rules, regulations and best practices on a continuing basis. The Company's business and operating principles are stated in the Business Conduct Policy, which is applicable to all directors, officers and employees. The Policy establishes a common set of expectations and standards for the Company and its people with respect to ethical business practices, international business, personal conduct, health, safety & environment, and disclosure of information. For further information, please download the Business Conduct Policy (PDF).
The Board currently has two committees - Audit and Compensation. The mandate of the Audit Committee is consistent with best practices. For further information, please download the Audit Committee (PDF).
The Board has enacted a whistler-blower policy to protect employees who report violations of law, regulations or corporate policy and to ensure that their concerns are acted upon as appropriate. For further information, please download the Whistle-Blower Policy (PDF).
U.S. Corporate Governance Matters
The Corporation's common shares are listed on the NYSE Amex (the "Amex"). The Amex Company Guide permits the Amex to consider the laws, customs and practices of foreign issuers in relaxing certain Amex listing criteria, and to grant exemptions from Amex listing criteria based on these considerations. A company seeking relief under these provisions is required to provide written certification from independent local counsel that the non-complying practice is not prohibited by home country law. A description of the significant ways in which the Corporation's governance practices differ from those followed by U.S. domestic companies pursuant to Amex standards is as follows:
Shareholder Meeting Quorum Requirement: Amex minimum quorum requirement for a shareholder meeting is one-third of the outstanding shares of common stock. In addition, a company listed on Amex is required to state its quorum requirement in its by-law. The Corporation's quorum requirement is set forth in its by-law, which provides that a quorum for the transaction of business at any meeting of shareholders shall be two persons present in person, each being a shareholder entitled to vote thereat or a duly appointed proxy holder or representative for a shareholder so entitled.
Proxy Delivery Requirement: Amex requires the solicitation of proxies and delivery of proxy statements for all shareholder meetings, and requires that these proxies be solicited pursuant to a proxy statement that conforms to the proxy rules of the U.S. Securities and Exchange Commission. The Corporation is a "foreign private issuer" as defined in Rule 3b-4 under the U.S. Securities Exchange Act of 1934, as amended, (the "Exchange Act") and the equity securities of the Corporation are accordingly exempt from the proxy rules set forth in Sections 14(a), 14(b), 14(c) and 14(f) of the Exchange Act. The Corporation solicits proxies in accordance with applicable rules and regulations in Canada.
Independence of Directors: Amex requires that the majority of a company's directors be independent. The Corporation does not have a majority of independent directors, but does satisfy the requirements of applicable Canadian laws with respect to the composition of its board of directors.
Nominating Process: Amex requires that director nominations must be either selected or recommended to the board by either a nominating committee or a majority of independent directors. In addition, Amex requires a formal written charter or board resolution addressing the nominations process. Under applicable Canadian laws, the Corporation's director nominations are not required to be selected or recommended to the Board by either a nominating committee or a majority of independent directors and the Corporation is not required to adopt a formal written charter or board resolution addressing the nominations process.
Executive Compensation: Amex requires executive compensation to be decided by a compensation committee comprised entirely of independent directors or a majority of independent directors. Under applicable Canadian laws, the Corporation is not required to have a compensation committee comprised entirely of independent directors or to have executive compensation determined by a majority of independent directors.