Corporate Governance

Battery Mineral Resources Corp. (TSXV: BMR) ("Battery") is committed to the highest standards of corporate governance practices. The Company and its board of directors recognize the importance of corporate governance to the effective management of Battery and to the protection of its employees and shareholders. The Company's approach to significant issues of corporate governance is designed with a view to ensuring that the business and affairs of Battery are effectively managed so as to enhance shareholder value. Battery is committed to, and supports, on going reviews of its processes, policies and practices in order to ensure it maintains good stewardship of investor interests. Battery's corporate governance practices have been and continue to be in compliance with applicable Canadian securities and stock exchange requirements and the company continually monitors on going developments with a view to further revising its governance policies and practices, as appropriate. A more detailed discussion of Battery's approach to corporate governance and the activities of the various board committees can be found in Battery's most recently filed management information circular available on the SEDAR.

Certificate of Incorporation
Certificate of Name Change
Notice of Articles
Articles of Incorporation
Board Mandate
Audit and Risk Committee Charter
Corporate Governance, Compensation and Nominating Committee Charter
Health & Safety Environment Community Technical Committee Charter
Management Information Circular May 27, 2022

Our Values

BMR'S FIVE MAIN VALUES UNDERPIN EVERYTHING WE DO AND ARE FUNDAMENTAL IN ACHIEVING OUR VISION THROUGH THE SUCCESS AND GROWTH OF OUR BUSINESS AND PEOPLE.

Delivery and Ownership

Sustained investment in our goals

Strength in collaboration

To protect our people and our environment

Foremost in everything we do

Audit and Risk Committee

The Board of Directors of the Corporation (the “Board”) has established an Audit & Risk Committee to assist the Board in fulfilling its oversight responsibilities. The Committee will review and oversee the financial reporting and accounting process of the Corporation, the system of internal control and management of financial risks, the external audit process, and the Corporation’s process for monitoring compliance with laws and regulations and its own code of business conduct. In performing its duties, the Committee will maintain effective working relationships with the Board, management, and the external auditors and monitor the independence of those auditors. To perform his or her role effectively, each Committee member will obtain an understanding of the responsibilities of Committee membership as well as the Corporation’s business, operations, and risks.

Purpose

The purpose of the Audit & Risk Committee is to provide a structured, systematic oversight of the organisation’s financial reporting, risk management, and internal control practices. The committee assists the board and management by providing advice and guidance on the adequacy of the organisation’s initiatives for:  

a) Financial statements and public accountability reporting.

b) Internal control framework.

c) Risk management.

d) Oversight of the internal audit activity, external auditors, and other providers of assurance.

In broad terms, the Audit & Risk Committee reviews each of the items noted above and provides the board with independent advice and guidance regarding the adequacy and effectiveness of management’s practices and potential improvements to those practices.

The Audit and Risk Committee is comprised of:

  • Joseph Tuso (Chair)
  • Steven Dunmead
  • Lazaros Nikeas

Corporate Governance, Compensation and Nominating Committee

The Board and senior management of the Corporation consider good corporate governance to be central to the effective and efficient operation of the Corporation. 

The Corporation’s approach to corporate governance should address not only all requirements and guidelines of applicable securities regulators and stock exchanges on which the common shares of the Corporation are listed, if applicable, but should also address issues that arise as a result of the Corporation’s growth and emerging governance best practices. 

Purpose 

The purpose of the Committee is to: 

a) help management to develop and monitor the Corporation’s general approach to corporate governance; 

b) review and recommend to the Board for approval corporate goals and objectives relevant to the chief executive officer of the Corporation (the “CEO”), the chief financial officer of the Corporation (the “CFO”), the other executive officers of the Corporation and the directors of the Corporation, including all matters relating to the stewardship role of the Board in respect of the management of the Corporation; 

c) help management to develop and monitor the Corporation’s general approach to compensation and make recommendations to the Board regarding incentive and equity-based compensation plans for management and Directors; 

d) ensure that the size, structure, and composition of the Board and its Committees is appropriate, and as may be required, identify suitable candidates for the Board and make recommendations to the Board regarding nominating candidates for election to the Board; and 

e) ensure that management and the Board addresses the issue of succession plans for the CEO, CFO, and other key employees of the Corporation. 

The Corporate Governance, Compensation and Nominating Committee is comprised of:

  • Steve Dunmead (Chair)
  • John Kiernan
  • Joseph Tuso

Health Safety Environment Community Technical (HSECT) Committee

Battery Mineral Resources Corp. (the “Corporation”) is committed to achieving technical excellence while promoting human health and safety, environmental excellence and sustainable community development. Sound and safe operations, environmental stewardship and the development of local communities are at the core of our values. Our technical, environmental, social and governance performance is guided by the United Nations Guiding Principles on Business and Human Rights, the International Council on Mining and Metals Principles and internationally recognized best practices. We recognize that the long-term sustainability of our business is dependent on good stewardship in the protection of people and the environment, and in the responsible exploration and extraction of mineral resources.

Purpose

The purpose of the Health, Safety, Environment, Community and Technical Committee (the “Committee”) is to:

(a) review, approve, and enhance, as appropriate, company practices and policies relating to health, safety, environment, community and technical matters,

(b) assist the Corporation to comply with all applicable laws and regulations and engage in HSECT best practices, as appropriate, during exploration, development, operations, rehabilitation & closure activities,

(c) assist the Corporation to achieve internationally recognized best practices, accountabilities and programs in HSECT arenas,

(d) monitor, on behalf of the Board, how the Corporation’s management is progressing on various HSECT matters;

(e) monitor, on behalf of the Board, the Corporation’s important permits and permitting processes;

(f) oversee the Corporation’s compliance with community and other stakeholder agreements;

(g) monitor the Corporation’s risk exposures as they relate to HSECT matters and oversee the Corporation’s risk assessment strategy;

(h) monitor the Corporation’s external reporting in relation to health, safety, environmental and community conduct;

(i) providing a forum within the Corporation for discussion of emerging HSECT issues and solutions for key stakeholders;

(j) Identifying and engaging with our communities of interest in timely, inclusive, ethical, transparent and culturally-respectful dialogue prior to undertaking significant activities throughout the life of a project;

(k) establishing formal grievance mechanisms as part of our overall community engagement process;

(l) implementing meaningful and effective strategies for community engagement and sustainable practices beyond the life of the operations of the mine;

(m) promoting a safe environment for local communities and foster a work environment free from discrimination or gender bias

(n) respecting the social, economic and cultural rights of local people.

The Health Safety Environment Community Technical (HSECT) Committee is comprised of:

  • Steve Dunmead (Chair)
  • Martin Kostuik
  • John Kiernan