Board of Directors

The board of directors of the Company supervises, monitors and evaluates the management of the business and affairs of the Company. The Board reviews, discusses and approves various matters related to the strategic direction, business, operations and organizational structure of the Company with a view to the best interests of the Company and shareholders generally. The board of directors of the Company has adopted a written mandate in which it acknowledges responsibility for the stewardship of the Company.

Charter of the Board of Directors

Position Description of Chairman, CEO and Committee Chairs

Audit Committee

The Audit Committee of the board of directors of the Company is responsible for:

• reviewing the Company's interim and annual financial statements and management's discussion and analysis related thereto including all annual and interim earnings press releases before they are publicly disclosed;
• overseeing the work of the Company's external auditors engaged for the purpose of preparing or issuing an audit report or related work;
• ensuring the Company's external auditors report directly to the audit committee throughout the term of their appointment;
• pre-approving all non-audit services to be provided to the Company or the Company's subsidiaries by the Company's external auditor; and
• recommending to the board of directors the external auditor to be nominated for the purpose of preparing or issuing an auditor's report (or any related work), as well as the compensation to be paid to the external auditor.

The audit committee completes the following tasks to discharge these responsibilities:

• meets with management and the external auditors several times per year.
• meets separately with the CFO and Management and the external auditors several times per year
• plans the annual audit scope and reviews the annual audit plan
• reads carefully all internal control points raised by the auditors in correspondence with management
• discusses the Company's compliance with tax and financial reporting rules as issues arise.

Michael Power, Chair
Ben Hubert
Michael Anderson



Audit Committee Charter

Oversight Committees

The Compensation, Governance, and Nominating Committees are responsible for contributing to the effective stewardship of the Company by assisting the board of directors of the Company by overseeing compensation, governance, and nominatng matters relating to the Company. These committees, among other things:

• advise and make recommendations to the board of directors on corporate governance policies, practices and processes, the effectiveness of the board and committees and the contributions of individual directors;
• advise and make recommendations to the board of directors on the compensation and development of senior management and directors and any major programs for employees;
• identify and make recommendations to the board of directors for nominees to become members of the board.
  
  

Compensation Committee

The Compensation Committee of the board of directors of the Company includes the following members:

Ben Hubert, Chair
Michael Power
Stephen Harapiak
Dale Ginn

Compensation Committee Charter

Governance Committee

The Governance Committee of the board of directors of the Company includes the following members:

Michael Anderson, Chair
Stephen Harapiak
Ben Hubert


Governance Committee Charter

Nominating Committee

The Nominating Committee of the board of directors of the Company includes the following members:

Hugh Wynne, Chair
Michael Power
Stephen Harapiak
George Pirie

Nominating Committee Charter

Whistleblower Policy

Any director, officer, employee or consultant of the Company who becomes aware of: (i) questionable accounting practices; (ii) inadequate internal accounting controls; (iii) the misleading or coercion of auditors; (iv) disclosure of fraudulent or misleading financial information; or (v) instances of corporate fraud is required to report that behavior pursuant to the Whistleblower Policy of the Company.

Whistleblower Policy

Code of Business Conduct and Ethics

The Company has established a Code of Conduct and Business Ethics to govern the conduct of its business and operations which is applicable to all directors, officers and employees of the Company.

Code of Business Conduct and Ethics

Any San Gold employee or a member of the public who becomes aware of an existing violation of the Code of Business Conducts and Ethics of the Company is encouraged to contact and report the violation either by email, fax or telephone to the Chairman of the GCN Committee.

All complaints will be treated on a confidential basis or if so requested, will be treated on an anonymous basis. In general, an infraction report or complaint will be disclosed only on a need-to-know basis in order to investigate the infraction or complaint.

There will be no retaliation or other action taken against any San Gold employee who reports a complaint in good faith. Anyone engaging in retaliatory or mischievous conduct will be subject to disciplinary action by San Gold, which may include termination of employment.

Employee and Insider Trading Guidelines

The board of directors of the Company has adopted certain employee and insider trading guidelines to ensure that the Company and its affiliated entities avoid any activity, or the appearance of any activity, based on an improper use of confidential material information. The guidelines apply to "insiders", "associates", persons in a "special relationship" with the Company and all directors, officers and employees of the Company or an affiliate.

Insider Trading Guidelines