Director Elections & Majority Voting
The board of directors (the “Board”) of Global-Tech Green Energy & Minerals, Canada Ltd (the “Company”) is committed to fulfilling its mandate to supervise the management of the business and affairs of the Company with the highest standards and in the best interests of the shareholders of the Company. The Board has, in light of best practice standards in Canada, unanimously adopted this statement of policy providing for majority voting in director elections at any meeting of shareholders where an “uncontested election” of directors is held. For the purposes of this policy, an “uncontested election” of directors of the Company means an election where the number of nominees for director is equal to the number of directors to be elected. This policy does not apply where an election involves a proxy battle (i.e. where proxy material is circulated in support of one or more nominees who are not part of the director nominees supported by the Board).
Pursuant to this policy, the forms of proxy circulated in connection with a meeting of the Company’s shareholders at which an uncontested election of directors is to be conducted shall provide the Company’s shareholders with the ability to vote in favour of, or to withhold from voting for, each director nominee. If the number of proxy votes withheld for a particular director nominee is greater than the votes in favour of such nominee, the director nominee shall be required to promptly submit his or her resignation to the Chairman of the Board following the applicable meeting of the Company’s shareholders
Following receipt of a resignation submitted pursuant to this policy, the Company Governance and Compensation Committee of the Company (the “Governance Committee”) shall consider whether or not to accept the offer of resignation and shall recommend to the Board whether or not to accept it. With the exception of special circumstances that would warrant the continued service of the applicable director on the Board, the Governance Committee shall be expected to accept and recommend acceptance of the resignation by the Board. In considering whether or not to recommend the acceptance of the resignation, the Governance Committee will consider all factors deemed relevant by members of the Governance Committee including, without limitation, the stated reasons why shareholders withheld votes from the election of that nominee, the length of service and the qualifications of the director whose resignation has been submitted, such director’s contributions to the Company and the Company’s governance guidelines.
Within 90 days following the applicable meeting of the Company’s shareholders, the Board shall make its decision, on the Governance Committee’s recommendation. In considering the Governance Committee’s recommendation, the Board will consider the factors considered by the Governance Committee and such additional information and factors that the Board considers to be relevant, however, with the exception of special circumstances that would warrant the continued service of the applicable director on the Board, the Board shall also be expected to accept the resignation. Following the Board’s decision on the resignation, the Board shall promptly disclose, via press release, its decision whether to accept the director’s resignation offer including the reasons for rejecting the resignation offer, if applicable. If a resignation is accepted, the Board may in accordance with the provisions of the Company’s memorandum and articles of association, as they may be amended, restated and/or supplemented from time to time, appoint a new director to fill any vacancy created by the resignation or reduce the size of the Board.
A director who tenders his or her resignation pursuant to this majority voting policy shall not be permitted to participate in any meeting of the Board and/or the Governance Committee, if he or she is a member of the Board and/or the Governance Committee, as applicable, at which his or her resignation is to be considered. However, if each member of the Governance Committee received a greater number of proxy votes withheld than the votes for each member in the same election, or a sufficient number of the Governance Committee members, such that the Governance Committee no longer has a quorum, then the remaining members of the Governance Committee, if any, shall not consider the resignation offer(s) and the Board shall consider whether or not to accept the offer of resignation without a recommendation from the Governance Committee.
In the event that a sufficient number of the Board members received a greater number of proxy votes withheld than the votes for such members in the same election, such that the Board no longer has a quorum, then such directors receiving a majority withheld vote shall not be permitted to vote in any meeting of the Board at which his or her resignation offer is considered; however, he or she shall be counted for the purpose of determining whether the Board has a quorum.
In the event that any director who received a greater number of proxy votes withheld than votes in favour of such director’s election does not tender his or her resignation in accordance with this majority voting policy, he or she will not be re-nominated by the Board.
The Governance Committee may adopt such procedures as it sees fit to assist it in its determinations with respect to this policy and shall have the sole and complete authority to interpret and apply the policy.