TSX-V : EOG   Last Price: 0.3   Change: -0.005   Volume: 19500   Details (+)

Responsibilities of Management

Board Structure

On Admission, the Board will consist of four executive directors and four non-executive directors, of whom four are deemed to be independent under Canadian securities laws (being Derek Linfield, Peter Nicol, Moshe Peterburg and Helmut Angula) and three, (being Derek Linfield, Peter Nicol and Helmut Angula) are considered to be independent by the Company’s Nominated Adviser. The Non- Executive Chairman is responsible for leadership of the Board and for the efficient conduct of the Board’s function.

The Board considers that the Company is not currently of sufficient size to justify the formation of a nomination committee and as at this stage of the Company’s development the Directors consider it is appropriate for the Board to retain responsibility for nominations to the Board.

Set out below is a description of the Company’s proposed corporate governance practices:

Compensation Committee

The Company has adopted and, with effect from Admission, amended a charter for its Compensation Committee which establishes the Compensation Committee purpose and responsibilities, establishment, composition, authority and duties. The Compensation Committee is chaired by Mr Peterburg and comprised of three members (Mr Peterburg, Mr Nicol and Mr Linfield).

The Compensation Committee assumes general responsibility for assisting the Board in respect of compensation policies for the Company and to review and recommend remuneration strategies for the Company and proposals relating to compensation for the Company’s officers, directors and consultants and to assess the performance of the officers of the Company in fulfilling their responsibilities and meeting corporate objectives. It has the responsibility for, inter alia, administering share and cash incentive plans and programmes for Directors and employees and for approving (or making recommendations to the Board on) share and cash awards for Directors and employees.

Audit Committee

The Company has adopted and, with effect from Admission, amended a charter for the Audit Committee which establishes the Audit Committee’s purpose and responsibilities, establishment and composition, authority, duties and responsibilities. The Audit Committee is chaired by Mr Nicol comprised of three members (Mr Nicol, Mr Peterburg and Mr Angula).

The Audit Committee’s overall goal is to ensure that the Company adopts and follows a policy of proper and timely disclosure of material financial information and reviews all material matters affecting the risks and financial position of the Company. The Audit Committee, inter alia, meets with the Company’s external auditor and its senior financial management to review the annual and interim financial statements of the Company, oversees the Company’s accounting and financial reporting processes, the Company’s internal accounting controls and the resolution of issues identified by the Company’s auditors.

AIM Rules Compliance Committee

The Company has established an AIM Rules Compliance Committee that will, following Admission, ensure that procedures, resources and controls are in place to ensure AIM Rules compliance by the Company is operating effectively at all times and that the executive directors are communicating as necessary with the Company’s nominated adviser regarding ongoing compliance with the AIM Rules and in relation to all announcements and notifications and proposed or potential transactions. The AIM Rules Compliance Committee is chaired by Mr Linfield comprised of three members (Mr Nicol, Mr Linfield and Mr Levin).

African Relations Committee

The Company has in place a charter for its African Relations Committee which establishes the African Relations Committee’s purpose, responsibilities, establishment, composition, authority and duties. The African Relations Committee is currently chaired by Mr Angula and comprised of Mr Angula and Mr Holzman.

The purpose of the Committee is to advise the Board and the rest of the management team on all local and regional issues within Namibia.

Board Structure

On Admission, the Board will consist of four executive directors and four non-executive directors, of whom four are deemed to be independent under Canadian securities laws (being Derek Linfield, Peter Nicol, Moshe Peterburg and Helmut Angula) and three, (being Derek Linfield, Peter Nicol and Helmut Angula) are considered to be independent by the Company’s Nominated Adviser. The Non- Executive Chairman is responsible for leadership of the Board and for the efficient conduct of the Board’s function.

The Board considers that the Company is not currently of sufficient size to justify the formation of a nomination committee and as at this stage of the Company’s development the Directors consider it is appropriate for the Board to retain responsibility for nominations to the Board.

Set out below is a description of the Company’s proposed corporate governance practices:

Compensation Committee

The Company has adopted and, with effect from Admission, amended a charter for its Compensation Committee which establishes the Compensation Committee purpose and responsibilities, establishment, composition, authority and duties. The Compensation Committee is chaired by Mr Peterburg and comprised of three members (Mr Peterburg, Mr Nicol and Mr Linfield).

The Compensation Committee assumes general responsibility for assisting the Board in respect of compensation policies for the Company and to review and recommend remuneration strategies for the Company and proposals relating to compensation for the Company’s officers, directors and consultants and to assess the performance of the officers of the Company in fulfilling their responsibilities and meeting corporate objectives. It has the responsibility for, inter alia, administering share and cash incentive plans and programmes for Directors and employees and for approving (or making recommendations to the Board on) share and cash awards for Directors and employees.

Audit Committee

The Company has adopted and, with effect from Admission, amended a charter for the Audit Committee which establishes the Audit Committee’s purpose and responsibilities, establishment and composition, authority, duties and responsibilities. The Audit Committee is chaired by Mr Nicol comprised of three members (Mr Nicol, Mr Peterburg and Mr Angula).

The Audit Committee’s overall goal is to ensure that the Company adopts and follows a policy of proper and timely disclosure of material financial information and reviews all material matters affecting the risks and financial position of the Company. The Audit Committee, inter alia, meets with the Company’s external auditor and its senior financial management to review the annual and interim financial statements of the Company, oversees the Company’s accounting and financial reporting processes, the Company’s internal accounting controls and the resolution of issues identified by the Company’s auditors.

AIM Rules Compliance Committee

The Company has established an AIM Rules Compliance Committee that will, following Admission, ensure that procedures, resources and controls are in place to ensure AIM Rules compliance by the Company is operating effectively at all times and that the executive directors are communicating as necessary with the Company’s nominated adviser regarding ongoing compliance with the AIM Rules and in relation to all announcements and notifications and proposed or potential transactions. The AIM Rules Compliance Committee is chaired by Mr Linfield comprised of three members (Mr Nicol, Mr Linfield and Mr Levin).

African Relations Committee

The Company has in place a charter for its African Relations Committee which establishes the African Relations Committee’s purpose, responsibilities, establishment, composition, authority and duties. The African Relations Committee is currently chaired by Mr Angula and comprised of Mr Angula and Mr Holzman.

The purpose of the Committee is to advise the Board and the rest of the management team on all local and regional issues within Namibia.

Share Dealing Policy

The Company currently operates an insider trading and confidential information policy in respect of its listing on the TSX-V which applies to the Directors, officers and certain employees of the Company. The Company has adopted, with effect from Admission, a revised policy on trading and confidentiality of insider information for the Directors, officers and certain employees which contains provisions appropriate for a company whose shares are admitted to trading on AIM and which is governed by the Market Abuse Regulation and the Company will take all reasonable steps to ensure compliance by the Directors and any relevant employees with such policy.

The Company currently operates an insider trading and confidential information policy in respect of its listing on the TSX-V which applies to the Directors, officers and certain employees of the Company. The Company has adopted, with effect from Admission, a revised policy on trading and confidentiality of insider information for the Directors, officers and certain employees which contains provisions appropriate for a company whose shares are admitted to trading on AIM and which is governed by the Market Abuse Regulation and the Company will take all reasonable steps to ensure compliance by the Directors and any relevant employees with such policy.