Corporate Governance

We believe good governance is critical to Central Timmins Exploration Corp.’s success as a publicly traded company and to securing the confidence and trust of our many stakeholders. The principles of transparency and integrity are applied to every aspect of our management and operations.

The Role of the Board of Directors

The primary responsibility of the Board is to provide governance and stewardship to the Company. Each of the members of the Board is required to exercise their business judgment in a manner consistent with their fiduciary duties. In particular, directors are required to act honestly and in good faith, with a view to the best interests of the Company and to exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

The Board discharges its responsibility for supervising the management of the business and affairs of the Company by delegating the day-to-day management of the Company to senior officers. The Board oversees the Company’s systems of corporate governance and financial reporting and controls to ensure that the Company reports adequate and fair financial information to shareholders and engages in ethical and legal corporate conduct. Its goal is to ensure that Central Timmins Exploration Corp. continues to operate as a successful business, and to optimize financial returns to increase the Company’s value over time while effectively managing the risks confronting the organization.

Committees of the Board

There are currently three standing committees of the Board:  the Audit Committee, Compensation Committee, Corporate Governance and Nominating Committee. Committee members are appointed by and comprised exclusively of members of the Board. The roles and responsibilities of each Committee are set out in its Board-approved written Charter.

The mandates of the Committees ensure, collectively, that the Board fulfills its duties and responsibilities and that there is effective supervision and direction of management in the conduct of the affairs of the Company. The Chair of a committee is selected by the Board from among the members of the relevant committee (with the exception of the Audit Committee, which elects its own Chair annually). Each Committee Charter includes a description of the role and responsibilities of the Chair of the Committee, which include presiding over Committee meetings, reporting to the Board with respect to the activities of the Committee, and providing leadership to the Committee and assisting it in reviewing and monitoring its responsibilities set out in its Charter.

 ChairpersonC  
 Committee MemberX  
 CTEC ChairpersonAudit CommitteeCompensation CommitteeCorporate Governance and Nominating Committee
Julian Kemp C X
Charles Gryba    
Neville DastoorCXC 
Wes Roberts XXC
John Sullivan  XX

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