Corporate Governance

Alacer Gold believes in the importance of a strong board and the highest standards of corporate governance to direct and manage the affairs of our Corporation.

Terms of Reference and Policies

Title	File type	File size
Terms of Reference
Board of Directors Terms of Reference	PDF	180 kB
Chairman of the Board Terms of Reference	PDF	73 kB
Chief Executive Officer Terms of Reference	PDF	100 kB
Compensation Committee Terms of Reference	PDF	100 kB
Corporate Governance and Nominations Committee Terms of Reference	PDF	125 kB
Environmental, Health, Safety & Sustainability Committee Terms of Reference	PDF	136 kB

Policies
Code of Business Conduct and Ethics	PDF	94 kB
Disclosure Policy	PDF	118 kB
Diversity Policy	PDF	107 kB
Foreign Corrupt Practices Act Policy	PDF	133 kB
Insider Trading Policy	PDF	118 kB
Sustainable Development Policy - Core Policy	PDF	116 kB
Sustainable Development Policy - Community Relations	PDF	111 kB
Sustainable Development Policy - Environment	PDF	105 kB
Sustainable Development Policy - Health and Safety	PDF	114 kB
Sustainable Development Policy - Resettlement	PDF	112 kB
Whistleblower Policy	PDF	108 kB

Committees

The Board has established the following Committees: Audit Committee, Compensation Committee, Corporate Governance & Nominations Committee, and Environmental, Health, Safety & Sustainability Committee. The members of these Committees are as follows:

	Audit	Compensation	EHS&S	Corp Gov & Nominations
Management Directors - Not Independent
Edward C. Dowling Jr.
Outside Director - Not Independent
Jay Kellerman¹		Chair	Member	Member
Outside Directors - Independent
Jan Castro	Member
Richard Graff	Chair	Member
Timothy Haddon			Chair
David Quinlivan	Member		Member	Member
Stephanie Unwin		Member		Chair
Rohan Williams²
Mr. Kellerman is not independent as a result of having a "material relationship" with the Corporation by virtue of being a partner of Stikeman Elliott LLP, which law firm provides legal services to the Corporation. A material relationship that could, in the view of the Board, reasonably interfere with the exercise of a member's independent judgment. Certain relationships are prescribed by Multilateral Instrument 52-110 as material, including a partner or executive officer of an entity providing paid accounting, consulting, legal, investment banking or financial advisory services to the Corporation. As a former member of management, Mr. Williams will not be deemed independent under applicable rules until January 1, 2015.