Investors

Governance

STATEMENT OF CORPORATE GOVERNANCE PRACTICES

Marathon Gold Corporation believes that strong governance improves corporate performance to the benefit of all stakeholders. National Instrument 58-101 Disclosure of Corporate Governance Practices (“NI 58-101”) establishes corporate governance requirements applicable to all public companies. The Company reviews its practices and endeavours to make meaningful improvements to achieve higher standards of corporate governance.

BOARD OF DIRECTORS

The purpose of the Board of Directors is to supervise the management of the business and affairs of the Company. The Board is comprised currently of seven directors, five of whom are independent of management.

COMMITTEES OF THE BOARD OF DIRECTORS

Mandate of the Board of Directors

AUDIT COMMITTEE

The Audit Committee is responsible for overseeing Marathon’s policies and practices relating to integrity of financial and regulatory reporting, and compliance with policies and laws. The audit committee is comprised of three independent directors, all of whom are financially literate.

Charter of the Audit Committee of the Board of Directors

CORPORATE GOVERNANCE AND NOMINATING COMMITTEE

The Corporate Governance & Nominating Committee assists the Board in overseeing Marathon’s policies and practices relating to:

  • corporate governance; and
  • the composition of the Board of Directors relative to the competencies, experience and other characteristics needed for the Board to function effectively in its oversight role, including the identification of suitable director candidates

Charter of the Corporate Governance & Nominating Committee of the Board of Directors

COMPENSATION COMMITTEE

The Compensation Committee assists the Board in overseeing Marathon’s policies and practices relating to the development and ongoing review of Marathon’s executive compensation plan and accompanying practices to ensure that the elements of executive compensation are motivational and competitive and enable the Company to attract, retain and motivate management.

Charter of the Compensation Committee of the Board of Directors

TECHNICAL AND SUSTAINABILITY COMMITTEE

The Technical and Sustainability Committee assists the Board in its oversight of operational matters as well as Marathon’s environmental, health and safety, and corporate social responsibility performance at all of the Company’s projects and properties and in all of the communities in which Marathon operates.

Charter of the Technical and Sustainability Committee of the Board of Directors

GOVERNANCE POLICIES

CODE OF CONDUCT

Code of Business Conduct and Ethics

DIVERSITY POLICY

Board Diversity Policy

WHISTLEBLOWER POLICY AND REPORTING

The Company’s Whistleblower Policy establishes procedures for the submission of complaints or concerns about:

  • Violation of any law or regulation that relates to corporate reporting and disclosure.
  • Fraud or intentional acts of misstatement in the preparation, evaluation and review of the Corporation’s financial statements and other continuous disclosure documents.
  • Fraud or deliberate error in the recording and maintenance of the Corporation’s financial records.
  • Violations of the Corporation’s internal policies.
  • False statements by or to a director, officer or employee of the Corporation with respect to matters reflected in the Corporation’s financial records and financial reporting, or other elements of the Corporation’s continuous disclosure.

Whistle Blower Policy

MAJORITY VOTING POLICY

The Company’s Board of Directors has adopted a Majority Voting Policy for future nominees for election to the Board.

Majority Voting Policy

EXECUTIVE COMPENSATION CLAW-BACK POLICY

Executive Compensation Claw-back Policy

EQUITY OWNERSHIP POLICY

Equity Ownership Policy

DISCLOSURE POLICY

Disclosure Policy

INSIDER TRADING POLICY

Insider Trading Policy

CHIEF EXECUTIVE OFFICER – POSITION DESCRIPTION

Chief Executive Officer – Position Description

Constating Documents

ARTICLES:

Articles of Incorporation dated December 3, 2009

Articles of Amendment dated March 12, 2010

Article of Amendment dated November 30, 2010

BY-LAWS:

By-law No.1 PDF

By-law No.2 PDF

Shareholder Rights Plan Agreement PDF

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