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Corporate Governance
The Board of Directors of Silver Standard assumes responsibility for the ethical and accountable stewardship of the Company and the protection of its shareholders' interests. Insofar as it allows management to direct the Company's activities on a day to day basis, the Board has established broad parameters for governance of the Company consistent with the relevant regulatory requirements and best practice.
The Board's formal Mandate and other governance Policies and Charters referred to below are available in the Governance section of Silver Standard's web site, . This Corporate Governance Statement outlines the key principles and practices of the Company's governance framework.
Board of Directors – Roles and Responsibilities
The Board of Directors identifies the principal operational, financial and legal risks associated with the business of Silver Standard in the various jurisdictions in which it operates, and ensures that Management has systems in place to cope with these risks. The Board approves annual capital and operating plans and monitors their performance, as well as assesses the various business risks associated with these activities to determine the level that is acceptable to the Company. The Board oversees Managements implementation of environmental, community and health and safety policies. The Board ensures that communication practices are maintained with both the shareholder base and as required by regulatory authorities. The Board ensures the integrity of the Company's financial statements, as well as internal controls and management information systems.
The Board, through the Compensation Committee, also monitors and evaluates the performance of the members of Senior Management, approves their compensation, and establishes succession planning.
Board of Directors – Composition, Education and Remuneration
All but one of Silver Standard's six Directors are independent. The Board has an independent Corporate Governance & Nominating Committee to analyze the needs of the Board when vacancies arise and propose new nominees. The Corporate Governance & Nominating Committee reviews, on an annual basis, the overall effectiveness of the Board, Committees and individual Directors. Each Director on the Board has considerable experience in the running of public and mining/resource companies and this is sufficient to meet the needs of the Company at this point in time.
As a result of the level of experience within the Board of Directors and the Directors' associations with publicly-traded companies, orientation for new Directors is provided on an ad hoc basis. The Board provides continuing education for all Directors on an ad hoc basis in respect of issues that are necessary for them to understand in order to meet their obligations as Directors, including meetings with relevant members of Management and site visits to key operations.
Board members are currently compensated with annual retainers and stock options. The independent Compensation Committee reviews Directors' compensation annually to ensure that it conforms to that of its peers, and makes recommendations to the Board.
Board Meetings and Structure
Silver Standard's Board of Directors holds regularly scheduled and ad hoc Meetings. The Board has an independent Lead Director who chairs its meetings and who acts as a liaison between Management and the Board. At Directors' Meetings, the strategic plan and focus of the Company is reviewed along with the ability of Management to continue to deliver on these corporate objectives.
The Board's Committees comprise the Compensation Committee, the Corporate Governance & Nominating Committee and the Audit Committee, and all of these Committees are composed of unrelated and independent Directors. The Committees operate under the terms of Charters which delegate duties and authority to them by the Board. Each Committee has a Chair and holds regularly scheduled and ad hoc Meetings at which non-independent Directors and members of Management are not in attendance.
Based on shareholder distribution, the activity of the Board of the Company is not influenced by any one shareholder and the Company is not currently a subsidiary of any other corporation.
Internal Control
The Board of Directors is responsible for monitoring the integrity of Silver Standard's financial statements and internal controls. The Audit Committee's Charter establishes its relationship to internal and external auditors, and the Committee oversees the risk management process, internal controls, deals with earnings management and fraudulent financial reporting. The Audit Committee is chaired by a Fellow of the Institute of Chartered Accountants of British Columbia. The Audit Committee has adopted a Whistler Blower Policy in accordance with the Sarbanes-Oxley Act of 2002 which encourages Employees to anonymously report concerns related to questionable accounting, internal controls or auditing matters.
Communication and Disclosure
The Company has approved a Disclosure Policy to ensure that there is Continuous Disclosure to shareholders and that the guidelines for the various Exchanges, including the Toronto Stock Exchange and NASDAQ Stock Market, as well as the Canadian Securities Administrators and the U.S. Securities and Exchange Commission are followed as they relate to a B.C. incorporated company. The Board of Directors reports on an annual and quarterly basis to shareholders on the Company's progress.
Business Conduct and Ethics
The Board of Directors advocates a high standard of integrity for all its members and the Company, and has adopted a written Code of Conduct for the Directors, Officers and Employees of Silver Standard. Annual certification is required by each Director, Officer and Employee acknowledging his or her respective obligations under the Code.