Tasman Metals Ltd.

Governance

Tasman Metals Ltd applies the highest standards of corporate governance and follows the guidelines established by Canadian Securities Administrators for the effective governance of listed companies.

Tasman's Board of Directors supervises the management of the business and affairs of the Company. The Board is comprised of five directors, lead by a non Executive Chairman. The Board and Advisory Board's wealth of experience allows it to effectively approve corporate strategies, provide management with long-term direction, review major decisions, oversee the business and evaluate corporate performance. Tasman's Board, applying corporate governance principals, influences how objectives of the company are set, how risk is monitored, and how performance is optimized.

The company follows industry best practice in applying ten essential corporate governance principles:
  1. Lay solid foundations for management and oversight.
  2. Structure the board to add value.
  3. Promote ethical and responsible decision making.
  4. Safeguard integrity in financial reporting.
  5. Make timely and balanced disclosure.
  6. Respect the rights of shareholders.
  7. Recognize and manage risk.
  8. Encourage enhanced performance.
  9. Remunerate fairly and responsibly.
  10. Recognize the legitimate interests of shareholders.
Tasman believes that good corporate governance is critical to the effective performance of the Company and plays a significant role in protecting the interests of shareholders and all other stakeholders.

CORPORATE GOVERNANCE POLICIES


SUMMARY


  • Code of Conduct

    • Foster a climate of honesty, truthfulness and integrity, including:

      • fair dealings;

      • protecting the confidentiality;

      • safeguarding and using resources for legitimate purposes;

      • ensuring financial records being fair, accurate and timely; and

      • avoiding situations giving rise to conflict of interest

  • Board of Directors' Mandate

    • Guide the Board in complying with all applicable Canadian and US legal and regulatory requirements including:

      • reviewing and approving the stewardship of the Company;

      • participating with management in developing and approving the

      • mission of the business, its objectives and goals, the strategic plans

      • arising, and monitoring subsequent performance against said plans;

      • identifying risks of the Company's business, thus ensuring the

      • implementation of appropriate systems to manage these risks; and

      • ensuring timely disclosure of material transactions through the

      • issuance of news releases and financial statements

  • Audit Committee Charter

    • Oversee the accounting and financial reporting process and financial statements audits

  • Whistleblower Policy

    • Audit committee is responsible for ensuring that a confidential and anonymous process exists whereby persons can report any "Accounting Concerns". Accounting Concerns are intended to be broad and comprehensive and to include any matter which in view of the complainant, is illegal, unethical, contrary to the policies of the Company or in some other manner not right or proper.

  • Internal Controls Policy

    1. Authorization and approval - all transactions must be properly approved and authorized before payment.

    2. Budgetary control - budgets should be prepared annually and presented to the Board of Directors for approval.

    3. Segregation of duties - cheques must be signed by two authorized people.

    4. Management override - segregation of duties, approval procedures and Board involvement are steps to identify any overrides.

    5. Foreign currency - monitor the foreign currency risk.

    6. Financial reporting - quarterly review of the financial statements and the MD&A.

  • Nominating, Corporate Governance, Compensation Committee Charter

    • Reports to the Board on corporate governance, nominating and compensation matters include:

      • monitoring and protecting the Board's independence;

      • developing and reviewing the effectiveness of the Board's corporate governance guidelines;

      • establishing procedures for the director nomination process and recommending nominees for election to the Board;

      • evaluating and assessing the performance of the CEO (and to a lesser degree senior officers) on an annual basis;

      • reviewing annually and approving corporate goals and objectives relevant to CEO compensation, evaluating CEO compensation in

      • light of those goals and objectives, and setting the CEO's compensation level based on this evaluation; and

      • recommending and reviewing director compensation policies.
 
Tasman Metals Ltd.