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 six 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

COMPENSATION, NOMINATING AND GOVERNANCE COMMITTEE

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

  • corporate governance;
  • 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;
  • 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 Corporate Governance, Compensation and Nominating Committee

GOVERNANCE POLICIES

DIVERSITY POLICY

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

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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