The following table contains the attendance
record of each director for all Board and Committee meetings since the beginning of the most recently completed financial year,
being the year ended December 31, 2017:
The following Compensation Discussion
and Analysis describes and explains the significant elements of Alexco’s compensation program, with particular emphasis on
the process for determining compensation payable to the CEO, CFO, and the three other most highly compensated executive officers
whose total compensation for the most recent financial year is at least $150,000 (collectively, the “
Named Executive Officers
”
or “
NEOs
”). For the year ended December 31, 2017, in addition to the CEO and CFO, the President (who formerly
held title of Chief Operating Officer (“
COO
”) was named President effective April 17, 2017) and the Vice President,
Exploration qualified as NEOs.
The objectives of Alexco’s compensation
program are to attract, hire, retain and incentivize highly qualified executive officers and directors who will drive the success
of Alexco, while at the same time promote a greater alignment of interests between such executive officers and directors and Alexco’s
shareholders. Alexco’s compensation program is designed to recruit and retain key individuals and reward individual and company
performance with compensation that has long-term growth potential, while recognizing that the executives work as a team to achieve
corporate results.
Executive compensation is comprised of
three main elements: base salary, annual bonus incentive and equity-based incentive awards. Alexco positions executive pay relative
to its Comparator Group with total direct pay to be approximately median and, depending on the tenure and experience of the Executive,
Alexco provides the opportunity for top quartile ("
P75
") pay through a Short-term Incentive Plan and Long-term
Incentive Plan for P75 performance.
The Compensation Committee, under the
supervision of the Board, has overall responsibility for recommending to the Board levels of compensation for Alexco’s executive
officers as well as certain key employees and non-executive officers for approval by the Board, and for recommending compensation
for directors, including the granting of equity-based incentive awards for approval by the Board. The full responsibilities, powers
and operating procedures of the Compensation Committee are outlined in its charter, a copy of which is attached as Schedule “B”
hereto.
Each fall, the Compensation Committee
initiates the annual compensation determination process, including considering the retention of a compensation consultant, establishing
guidance in formulating the current year’s recommendations and determining the current year’s Comparator Group, all
to the extent considered appropriate. Over the remainder of the year, the Compensation Committee receives and reviews the advice
of the compensation consultant, if retained, and the recommendations of the CEO regarding compensation determinations. Early in
the new year, typically January or February once indicative full-year financial and operating results are available, the Compensation
Committee determines its final recommendations to the Board regarding base salaries and equity-based incentive awards for the year
commencing and annual bonus awards for the year just completed, as well as regarding director compensation for the year commencing.
As at December 31, 2017 and as the date
of the Circular, the members of the Compensation Committee were Elaine Sanders, Terry Krepiakevich and Richard Zimmer, each of
whom, in the opinion of the Board, is independent as prescribed by NI 52-110 under the rules of the TSX and pursuant to Sections
803A and 805(c)(1) of the NYSE American Company Guide. During the fiscal year ended December 31, 2017, Michael Winn served on the
Compensation Committee for the period from January 1, 2017 through April 17, 2017, following which Elaine Sanders replaced Mr.
Winn as the Chair on the Compensation Committee. Mr. Winn was, in the opinion of the Board, independent (under the rules of the
TSX and pursuant to Sections 803A and 805(c)(1) of the NYSE American Company Guide) during the time he served on the Compensation
Committee. Ms. Sanders is the Vice President, Chief Financial Officer and Corporate Secretary for Trilogy Metals Inc. Prior to
Trilogy Metals Inc., Ms. Sanders served as Vice President, Chief Financial Officer and Corporate Secretary for NovaGold Resources
Inc. Ms. Sanders has over 20 years’ experience in audit, finance, and accounting with public and private companies. Mr. Krepiakevich
is a member of the board of directors of a number of publicly-listed companies and has over 30 years’ experience as a director
and senior executive of a number of publicly-listed international companies, including SouthGobi Resources Ltd., Extreme CCTV Inc.
and Maynards Industries Ltd. and accordingly has had extensive dealings with executive compensation matters in such capacities.
Mr. Zimmer is a member of the board of directors on several companies including Capstone Mining Corp. and Ascot Resources Ltd.
and has over 40 years’ experience as a director and senior executive of a number of publicly-listed international companies,
including Far West Mining Ltd. and Teck. Through the combined business experiences of its members, including experience with the
management of public companies generally and with financial and compensation determination matters in particular, the Board considers
the Compensation Committee to possess the skills and experience necessary to make decisions on the suitability of Alexco’s
compensation policies and practices.
During the compensation determination
process, the CEO completes a review of the performance of Alexco’s executive officers as well as certain key employees and
non-executive officers over the year just completed. This review entails a qualitative assessment of each individual’s performance,
with reference to both the success of Alexco and the individual’s contribution. The individual’s contribution is qualitatively
assessed with reference to a number of key performance indicators as described above under “Elements of Executive Compensation”,
and in the context of circumstances and challenges arising through the year. Based on these assessments, the CEO makes a recommendation
to the Compensation Committee regarding base salary, annual bonus and equity-based incentive awards, which the Compensation Committee
takes into consideration when determining is final recommendations to the Board.
A summary of executive compensation-related
fees billed by Hugessen, for each of the two most recently completed financial years are summarized as follows:
These criteria were validated by Hugessen
and Alexco’s Compensation Committee.
The Board is responsible, in participation
with management, for reviewing and identifying what are perceived to be the principal risks to Alexco. These risks include but
are not limited to those arising from Alexco’s compensation policies and practices, such as the risk that an executive officer
or other employee is incentivized to take inappropriate or excessive risks, or that such policies and practices give rise to any
other risks that are reasonably likely to have a material adverse effect on Alexco. The Board undertakes this review with management
on at least an annual basis, and ensures that the Compensation Committee adequately considers risks arising from Alexco’s
compensation policies and practices when determining its recommendations to the Board regarding the compensation of executive officers.
No risks have been identified as arising from Alexco’s compensation policies and practices which are considered reasonably
likely to have a material adverse effect on Alexco.
Policy Regarding Purchase of Financial Instruments to Hedge
Equity Based Compensation
Alexco has adopted a policy expressly
forbidding directors and all employees, including executive officers, from purchasing financial instruments designed to hedge or
offset a decrease in market value of equity securities granted as compensation.
Effective April 24, 2018, the Board approved
the adoption of a Claw Back Policy for Alexco. Under the Claw Back Policy, in situations where: (i) the amount of incentive compensation
received by an executive officer or former executive officer to whom the policy applies was calculated based or contingent upon
the achievement of certain financial results that were subsequently the subject of, or affected by, a material restatement of all
or a portion of the Company’s financial statements; (ii) the executive officer or former executive officer engaged in intentional
misconduct or fraud that caused, or potentially caused, the need for the restatement, as admitted by the executive officer or,
in the absence of such admission, as determined by a court of competent jurisdiction in a final judgment that cannot be appealed;
and (iii) the incentive compensation payment received would have been lower had the financial results been properly reported, then
the Board may, to the extent permitted by applicable laws and to the extent it determines that it is in the Company’s best
interest to do so, require reimbursement of the amount by which the after-tax incentive compensation received by such executive
officer under the Company’s annual and long-term incentive plans exceeded that which the executive officer would have received
had the financial statements not been materially restated.
During 2017, operating results within
the environmental services business were reasonably strong, and Alexco’s exploration efforts through the year were particularly
successful. Externally, 2017 saw relatively little to no change in overall silver prices, some improvement in base metal prices
and the mining sector was generally flat. Share prices of the Comparator Group, had certain companies experiencing increases while
others experienced losses over the year with Alexco’s share price experiencing an average performance compared to the Comparator
Group with no change from the beginning of the year to the end.
In this context, in January 2018, the
CEO and President fully endorsed the Compensation Committee’s recommendation to the Board to make specific recommendations
regarding their compensation to directly incentivize them to move Keno Hill back into production while also conserving cash. These
changes included (a) accepting the CEO recommendation that the CEO’s salary be reduced by 13.5%, (b) freezing the President’s
salary and (c) paying the CEO and the President short-term incentive bonuses through the issuance RSUs and performance-based stock
options (split 50/50), with no cash component.
With respect to other NEOs, and as recommended
by the CEO, the Compensation Committee recommended to the Board that, effective January 1, 2018, a base salary increase be given
to the CFO, Michael Clark, in the amount of 5%.
For short-term incentive purposes, the
Compensation Committee considered management’s assessment of performance against corporate objectives for the fiscal year
ended December 31, 2017. The table below summarizes the corporate objectives and actual results for 2017:
The 2017 annual bonus to the CEO and President
were paid out in non-cash RSU and stock option grants with the purpose of conserving cash and demonstrating alignment of the Executive’s
objectives to that of shareholders, which management believes is for Keno Hill to reach commercial production in the short-term
and furthermore meeting a key milestone of its commitment with Wheaton by reaching 400 tonnes per day of mill throughput. The bonuses
were paid as follows:
For long-term incentive purposes, the
Compensation Committee in early 2017 granted equity-based compensation awards to each of the executive officers, in the form of
both Options and RSUs. In early 2018 and as described above, long-term incentive awards were granted to the CEO and President and
included performance-based vesting to align with getting Keno Hill back into production and consistent with throughput objectives
under the SPA.
All recommendations of the Compensation
Committee were accepted and approved by the Board.
Summary Compensation Table
The following table sets forth information
concerning compensation to each of the Named Executive Officers during the three most recently completed financial years:
|
NEO
Name
And
Principal
Position
|
Year
|
Salary
($)
(1)
|
Share-Based Awards
($)
(2)
|
Option Based Awards
($)
(3)
|
Non-Equity Incentive Plan Compensation
|
Pension Value
($)
|
All Other Compensation
($)
(5)
|
Total Compensation
($)
|
|
Annual Incentive Plans
($)
(4)
|
Long-Term Incentive Plans
($)
|
|
Amounts Reported in US Dollars
(1)
|
Clynton R. Nauman
Executive Chairman and CEO
|
2017
2016
2015
|
346,800
340,000
340,000
|
89,368
34,324
23,459
|
331,871
139,182
86,099
|
134,234
(6)
75,000
Nil
|
Nil
Nil
Nil
|
Nil
Nil
Nil
|
42,149
38,850
37,955
|
944,421
627,357
487,513
|
Bradley Thrall
President
|
2017
2016
2015
|
265,000
256,000
256,000
|
62,558
24,027
16,423
|
224,723
92,788
57,400
|
61,817
(6)
64,191
Nil
|
Nil
Nil
Nil
|
Nil
Nil
Nil
|
48,737
47,904
44,483
|
662,836
484,911
374,306
|
|
Amounts Reported in Canadian dollars
|
Michael Clark
CFO
(6)
|
2017
2016
2015
|
210,000
200,000
185,000
|
81,200
31,850
21,000
|
196,922
82,000
29,361
|
47,250
30,000
Nil
|
Nil
Nil
Nil
|
Nil
Nil
Nil
|
18,624
16,868
4,067
|
553,996
360,718
239,428
|
Alan McOnie
Vice President, Exploration
|
2017
2016
2015
|
257,040
252,000
196,000
|
34,800
13,650
9,000
|
246,153
102,500
44,051
|
30,000
35,000
Nil
|
Nil
Nil
Nil
|
Nil
Nil
Nil
|
Nil
Nil
19,365
|
567,993
403,150
268,406
|
|
|
(1)
|
Salary and annual bonuses are paid in US currency to Clynton Nauman and Bradley Thrall. As a result
all compensation in this table related to Clynton Nauman and Bradley Thrall is reflected in US dollars. The exchange rates used
to convert all of the amounts to US currency for the 2017, 2016 and 2015 financial years were CDN$1.00 = US$0.7704, CDN$1.00 =
US$0.7544 and CDN$1.00 = USD$0.7820, respectively. The Company’s financial statements report these amounts in Canadian dollars.
|
|
|
(2)
|
This column includes the grant date fair value of RSUs awarded by Alexco to the Named Executive
Officers during the indicated year. All grant date fair values equal the accounting fair values determined for financial reporting
purposes in accordance with IFRS 2
Share-based Payment
, and were determined by reference to the Fair Market Value of Alexco
at the date of grant. The grant date fair value of the award for the 2017 financial year was Cdn$2.32 (2016 - Cdn$0.91; 2015 -
Cdn$0.60) per RSU.
|
|
|
(3)
|
This column includes the grant date fair value of all Options granted by Alexco to the Named Executive
Officers during the indicated year. All grant date fair values equal the accounting fair values determined for financial reporting
purposes in accordance with IFRS 2 Share-based Payment, and were estimated using the Black-Scholes option pricing model and determined
by reference to the Fair Market Value of Alexco at the date of grant. The grant date fair values of all options granted during
the 2017 financial year were estimated by assuming a risk-free interest rate of 1.02% (2016 - 0.5%; 2015 - 0.6%) per annum, an
expected life of options of 4 (2016 - 4; 2015 - 4) years, an expected volatility of 73% (2016 - 69%; 2015 - 67%), an expected forfeiture
rate of 2% (2016 - 5%; 2015 - 3%) and no expected dividends (2016 - nil; 2015 - nil). The Black-Scholes options pricing model has
been used to determine grant date fair value due to its wide acceptance across industry as an option valuation model.
|
|
|
(4)
|
Annual bonuses are attributed to the financial year in respect of which they have been awarded.
The financial statements will reflect the impact of the annual bonuses in the first quarter of the following year.
|
|
|
(5)
|
Included in “All Other Compensation” are the amounts paid each year for benefits, as
well as RRSP and 401K contributions, vehicle allowances, benefits and parking fees paid by Alexco.
|
|
|
(6)
|
The 2017 annual bonuses for the CEO and President in the amounts of US$134,234 (Cdn$174,236) and
US$61,817 (Cdn$80,239), respectively, were settled with 50% of the amount through the issuance RSUs, which vest immediately, and
the remaining 50% through the grant of stock options whereby all options vest upon the Company reaching 400 tonnes per day of material
being milled through the Keno Hill mill for 30 consecutive days. Although these annual bonuses are attributed to the year ended
December 31, 2017 (being the year in respect of which they have been awarded), the issuance of the bonuses will be reflected in
Alexco’s financial statements for the first quarter of 2018, being the period when the bonuses were settled.
|
Outstanding Share-Based Awards
and Option-Based Awards
The following table sets forth information
concerning all awards outstanding under incentive plans of Alexco at December 31, 2017, being the end of the most recently completed
financial year, including awards granted before the most recently completed financial year, to each of the Named Executive Officers:
|
|
Option-based Awards
|
Share-based Awards
|
|
Name
|
Number of securities underlying unexercised
options
(#)
|
Option exercise price
($)
|
Option expiration date
|
Value of unexercised in-the money options
($)
(1)
|
Number of shares or units of shares that have
not vested
(#)
|
Market or payout value of share-based awards
that have not vested
($)
(2)
|
Market or payout value of vested share-based
awards not paid out or distributed
($)
|
Clynton R. Nauman
Executive Chairman and CEO
|
150,000
75,000
125,000
375,000
450,000
350,000
|
7.10
4.16
1.94
0.60
0.84
2.32
|
Jan 12, 2018
Jan 21, 2018
Feb 12, 2019
Feb 11, 2020
Feb 12, 2021
Feb 01, 2022
|
-
-
6,250
521,250
517,500
-
|
83,333
|
165,833
|
Nil
|
Bradley Thrall
President
|
87,500
50,000
75,000
250,000
300,000
237,500
|
7.10
4.16
1.94
0.60
0.84
2.32
|
Jan 12, 2018
Jan 21, 2018
Feb 12, 2019
Feb 11, 2020
Feb 12, 2021
Feb 01, 2022
|
-
-
3,750
347,500
345,000
-
|
58,333
|
116,083
|
Nil
|
|
Michael Clark
CFO
|
35,000
100,000
200,000
160,000
|
0.60
0.60
0.84
2.32
|
Dec 15, 2019
Feb 11, 2020
Feb 12, 2021
Feb 01, 2022
|
48,650
139,000
230,000
-
|
58,333
|
116,083
|
Nil
|
Alan McOnie
Vice President, Exploration
|
60,000
35,000
75,000
50,000
250,000
200,000
|
7.10
4.16
1.94
0.60
0.84
2.32
|
Jan 12, 2018
Jan 21, 2018
Feb 12, 2019
Feb 11, 2020
Feb 12, 2021
Feb 01, 2022
|
-
-
3,750
69,500
191,666
-
|
25,000
|
49,750
|
Nil
|
|
|
(1)
|
The “Value of unexercised in-the money options” is calculated on the basis of the difference
between the closing price of the Shares on the TSX on December 31, 2017, which was $1.99, and the exercise price of the options.
|
|
|
(2)
|
The “Market or payout value of share-based awards that have not vested” is calculated
at the closing price of the Shares on the TSX on December 31, 2017, which was $1.99.
|
Incentive Plan Awards - Value
Vested or Earned During the Year
The following table sets out the value
of all incentive plan awards that vested or were earned during the most recently completed financial year, being the year ended
December 31, 2017, for each of the Named Executive Officers:
|
Name
|
Option-based awards - Value vested during the
year
($)
(1)
|
Share-based awards - Value vested during the
year
($)
(2)
|
Non-equity incentive plan compensation - Value
earned during the year
($)
(
3)
|
Clynton R. Nauman
(5)
Executive Chairman and CEO
|
346,250
|
119,358
|
174,236
(4)
|
Bradley Thrall
(5)
President
|
230,833
|
83,551
|
80,239
(4)
|
|
Michael Clark
CFO
|
139,217
|
83,551
|
47,250
|
Alan McOnie
Vice President, Exploration
|
118,999
|
35,808
|
30,000
|
|
|
(1)
|
The “Option-based awards - Value vested during the year” is calculated on the basis
of the difference between the closing price of the Shares on the TSX on December 31, 2017 of $1.99 and the weighted average exercise
price of the vested options.
|
|
|
(2)
|
The “Share-based awards - Value vested during the year” is calculated on the closing
price of the Shares on the TSX on the various RSU vesting dates, which have a weighted average share price of $2.39.
|
|
|
(3)
|
The “Non-equity incentive plan compensation - Value earned during the year” includes
cash bonuses awarded subsequent to year end that are attributed to the year ended December 31, 2017. All equity-based awards will
be reflected in the year in which they vest.
|
|
|
(4)
|
The CEO and President non-equity incentive plan compensation earned during the year was not settled
in cash and was instead settled with a combination of 50% RSUs and 50% performance-based stock options.
|
|
|
(5)
|
This table reflects all amounts in Canadian dollars, while the Summary Compensation Table reports
all compensation for Clynton Nauman and Bradley Thrall in US dollars. The exchange rate used to convert the amounts to CDN currency
for 2017 was US$1.00 = CDN$1.2980.
|
Pension Plan Benefits
Alexco does not have any form of pension
plan that provides for payments or benefits to the Named Executive Officers at, following, or in connection with retirement. Alexco
does not have any form of deferred compensation plan.
Employment Contracts with
Named Executive Officers
Alexco is party to the following employment
agreements (“
Executive Employment Agreements
”) with the Named Executive Officers:
|
|
1.
|
Employment agreement dated effective January 1, 2007 with Clynton Nauman;
|
|
|
2.
|
Employment agreement dated effective January 1, 2007 with Bradley Thrall; and
|
|
|
3.
|
Employment agreement dated effective December 15, 2014 with Michael Clark.
|
Effective December 31, 2017, Alan McOnie
terminated his employment agreement with Alexco and entered into a consulting agreement with Alexco whereby Mr. McOnie would continue
in his capacity as the Vice President, Exploration of Alexco for the period January 1, 2018 to December 31, 2018. This consulting
agreement does not include any termination clauses. Mr. McOnie’s employment agreement is therefore not included in Executive
Employment Contracts below.
Except for the specific duties of each
Named Executive Officer and other than as set forth below, the material provisions of the Executive Employment Agreements are substantially
identical. Each Executive Employment Agreement is for an indefinite period unless terminated by either Alexco or the applicable
Named Executive Officer in accordance with the provisions thereof as described below.
As at December 31, 2017 and pursuant to
their respective Executive Employment Agreements, Mr. Nauman, Mr. Thrall and Mr. Clark were entitled to annual base salaries,
paid semi-monthly, of US$346,800, US$261,120 and $210,000, respectively. Such annual base salaries are subject to annual review
by Alexco. Subsequent to December 31, 2017, Mr. Nauman reduced his salary by 13.5% to US$300,000.
Each Executive Employment Agreement may
be terminated by Alexco upon the Named Executive Officer dying or becoming permanently disabled or disabled for a period exceeding
180 consecutive or 180 non-consecutive days calculated on a cumulative basis over any two year period during the term of the agreement,
or voluntarily by the Named Executive Officer with three months’ notice to Alexco for Mr. Nauman and Mr. Thrall and
2 months’ notice to Alexco for Mr. Clark. Under each Executive Employment Agreement, in the event of termination by Alexco
without just cause or termination by the Named Executive Officer for non-cured material breach or default of the agreement by Alexco,
or in the event of termination by the Named Executive Officer upon a change of control as further described below, the Named Executive
Officer will be entitled to receive a severance payment equal to all compensation (salary plus annual bonus) paid to the Named
Executive Officer under the agreement for the previous fiscal year multiplied by a particular factor, and Alexco shall also continue
the Named Executive Officer’s group insurance benefits for 12 months after the date of termination for Mr. Nauman and Mr.
Thrall and 6 months for Mr. Clark. For Mr. Nauman and Mr. Thrall, the multiplying factor is two and a half and for Mr. Clark,
the multiplying factor is two. In the event of termination by Alexco upon a Named Executive Officer dying or becoming disabled
as described above and so long as the Named Executive Officer receives life insurance or long-term disability benefits under Alexco’s
benefit plans, the Named Executive Officer will be entitled to receive his then-current salary for one year. If the Named Executive
Officer does not receive such benefits, other than for acts of the Named Executive Officer resulting in lawful denial of such coverage,
then the Named Executive Officer shall be entitled to receive the amounts due in the event of termination without cause. In the
event of termination by Alexco for just cause, or voluntary termination by the Named Executive Officer, the Named Executive Officer
shall not be entitled to receive any incremental payments or benefits.
In the event that a change of control
(as defined in the Executive Employment Agreements) and described below under “Termination and Change of Control Benefits”
occurs, each of the Named Executive Officers may terminate his obligations under the agreement by providing one month’s notice
in writing to Alexco at any time between the 90
th
day and the 180
th
day following the date on which there
is a change of control.
If a Named Executive Officer’s employment
with Alexco is terminated, and within two years of such termination for Mr. Nauman and Mr. Thrall, and three years for Mr. Clark,
the Named Executive Officer acquires directly or indirectly other than from Alexco or its subsidiaries any present or future interest
in any mining claims or properties or mineral interests within 10 kilometres of the external boundaries of any mineral property
held by Alexco during the time the Named Executive Officer was employed by Alexco, the Named Executive Officer will offer Alexco,
in writing, the right to acquire such interest in exchange for reimbursement of his direct or indirect acquisition costs. Alexco
shall have 30 days after receipt of such offer to accept the offer and 90 days after receipt of such offer to reimburse such costs.
Termination and Change of
Control Benefits
The Executive Employment Agreements provide
for payment or benefits in the event of termination of employment (as described above) or a change of control of the Company. During
2017, the Executive Employment Agreements were amended such that the threshold for triggering payment or benefits upon a change
of control was increased from 25% to 50% of the then outstanding Shares. As at the date of this Circular, under the Executive Employment
Agreements, a “change of control” is deemed to have occurred when:
|
|
(a)
|
at least 50% in fair-market value of all the assets of Alexco are sold; or
|
|
|
(b)
|
there is a direct or indirect acquisition by a person or group of persons acting jointly or in
concert of voting shares of Alexco that when taken together with any voting shares owned directly or indirectly by such person
or group of persons at the time of the acquisition, constitutes 50% or more of the outstanding voting shares of Alexco; or
|
|
|
(c)
|
a majority of the then-incumbent Board’s nominees for election to the Board are not elected
at any annual or special meeting of shareholders of Alexco.
|
In addition, during 2017 the Board approved
the following changes to for any executive contracts entered into in the future:
|
|
(a)
|
a Change of Control clause will have a double trigger, which requires the “change of control”
criteria listed above as well as a material change in the executive’s status or responsibilities. The existing contracts
for the CEO, CFO and President have single modified triggers which have been grandfathered in.
|
|
|
(b)
|
employment agreements will not exceed a 2 times multiplier for severance. Currently the CEO and
President have a severance provision with a 2.5 times multiplier which has been grandfathered in. The 2.5 times multiplier was
adjusted in 2013 from 2 to 2.5 as a result of both the CEO and President agreeing to reduce their salaries by 20%. Furthermore,
in 2018 the CEO further reduced his salary by an additional 13.5%, effective February 1, 2018.
|
As at the date of this Circular, each
of the Executive Employment Agreements, provides that, in the event of a change of control of Alexco, Alexco shall continue to
employ and the Executive shall continue to serve Alexco in the same capacity.
For the
Named Executive Officers employed by Alexco as at December 31, 2017 (other than Mr. McOnie, whose current consulting agreement
does not contain a termination or change of control clause), the following table discloses the estimated incremental amounts payable
to each of Mr. Nauman, Mr. Thrall and Mr. Clark under a number of termination or change-of-control circumstances, other than termination
by Alexco for just cause or voluntary termination by the Named Executive Officer. Amounts disclosed in the table below assume that
a change of control occurred and/or the Named Executive Officer’s employment was terminated on December 31, 2017.
|
|
Clynton R. Nauman
Chairman and CEO
(3)
|
Bradley Thrall
President
(3)
|
Michael Clark
CFO
|
|
Termination without just cause, for unremedied breach or default
by Alexco, in connection with a change of control, or in event of non-receipt of benefits upon death or disability
(1)
Cash severance payment
Group insurance benefits
Accelerated vesting of option-based
awards
(2)
Total
|
US$1,233,475
US$29,793
-
US$1,263,268
|
US$884,434
US$21,781
-
US$906,215
|
$540,012
5,868
-
$545,880
|
|
Termination upon death or disability where benefits due are received:
One year salary
|
US$346,800
|
US$265,000
|
$210,000
|
|
|
(1)
|
These figures do not include perquisites and other personal benefits where
the aggregate amount of such compensation is less than $50,000.
|
|
|
(2)
|
Under the Equity Incentive Plan, if a bona fide take-over bid is issued that
results in the offeror becoming a control person of Alexco within the meaning of the
Securities Act
(British Columbia),
all outstanding Options and RSUs immediately become vested for all holders and not just the Named Executive Officers.
|
|
|
(3)
|
Amounts for Clynton Nauman and Bradley Thrall are reported in US dollars.
|
Performance Graph
The following graph compares the yearly
percentage change in the cumulative total shareholder return of the Shares, assuming a $100 investment in the Shares on January
1, 2013, with the S&P/TSX Composite Index, assuming dividend reinvestment.
Over the five most recently completed
financial years, changes in compensation levels for the Named Executive Officers have generally been consistent with changes in
shareholder value. Compensation for the Named Executive Officers also demonstrates the high level of “at risk” or variable
compensation that forms part of the total compensation program for Alexco’s executives. The level of compensation paid to
the Named Executive Officers has been reflective of the significant advancements made at Alexco’s Keno Hill District properties
in the Yukon with the significant exploration success realized in the District through 2017 and advances toward recommencing production
in the Keno Hill district. The compensation for the 2013 year was reduced in recognition of the difficult market conditions experienced.
The compensation in 2017 relatively remained unchanged from 2013 with the exception of the tax equalization program being terminated
effective December 31, 2015. Furthermore, the CEO reduced his salary by 13.5% commencing February 1, 2018.
Director Compensation
Determination of Director
Compensation for 2017
Alexco’s non-executive directors
are compensated for their services with an annual fee, as well as by the grant of equity-based incentive awards. Directors are
also reimbursed for the cost of individual travel and other ancillary expenses incurred in connection with attending Board and
Committee meetings. For the period January 1, 2017 through March 31, 2017, each director (excluding Mr. Nauman, who is an executive
director and is compensated as a Named Executive Officer) received a base annualized fee of $32,000. For the period April 1, 2017
through December 31, 2017 the base annualized fee was increased to $36,000 to better reflect market practices as no per-meeting
fees are paid. Effective April 1, 2017 the Lead Director received an additional amount of $5,000 per annum, the Chair of the Audit
Committee received an additional amount of $8,000 per annum, and the Chairs of the other Committees each received an additional
amount of $5,000 per chair per annum. The non-executive directors were granted Options and RSUs under Alexco’s Equity Incentive
Plan. The Board has also determined to implement no director fee increases for 2018.
Furthermore, the Board struck a special
committee comprised of four independent Board members (being Terry Krepiakevich (Chair), Rick Van Nieuwenhuyse, Richard Zimmer
and Elaine Sanders) for the period from June 27, 2017 to April 11, 2018 for the purpose of reviewing and approving the restructuring
of AEG’s US operations. The members of this committee received a retainer of $7,500 with the Chair receiving an additional
$3,750.
The following table sets forth information
concerning fees and other compensation provided for the most recently completed financial year, being the year ended December 31,
2017, to the non-executive directors of Alexco:
|
Name
|
Fees earned
($)
|
Share-based awards
($)
(1)
|
Option-based awards
($)
(2)
|
Non-equity incentive plan compensation
($)
|
Pension value
($)
|
All other compensation
($)
|
Total
($)
|
|
Terry Krepiakevich
|
52,250
|
46,400
|
98,277
|
Nil
|
Nil
|
Nil
|
196,927
|
|
Rick Van Nieuwenhuyse
|
46,250
|
46,400
|
98,277
|
Nil
|
Nil
|
Nil
|
190,927
|
|
Michael D. Winn
(3)
|
35,736
|
46,400
|
98,277
|
Nil
|
Nil
|
125,000
(3)
|
305,413
|
|
Richard N. Zimmer
|
49,632
|
46,400
|
98,277
|
Nil
|
Nil
|
Nil
|
194,309
|
|
Elaine Sanders
|
46,250
|
46,400
|
98,277
|
Nil
|
Nil
|
Nil
|
190,927
|
|
|
(1)
|
This column includes the grant date fair value of RSUs awarded by Alexco to the directors during
the financial year. All grant date fair values equal the accounting fair values determined for financial reporting purposes in
accordance with IFRS 2
Share-based Payment
, and were determined by reference to the Fair Market Value of Alexco at the date
of grant. The grant date fair value of the award for the 2017 financial year was $2.32 per RSU.
|
|
|
(2)
|
This column includes the grant date fair value of Options awarded by Alexco to the directors during
the financial year. All grant date fair values equal the accounting fair values determined for financial reporting purposes in
accordance with IFRS 2 Share-based Payment, and were estimated using the Black-Scholes option pricing model and determined by reference
to the Fair Market Value of Alexco at the date of grant. The grant date fair values of all options granted during the 2017 financial
year were estimated by assuming a risk-free interest rate of 1.02% per annum, an expected life of options of 4 years, an expected
volatility of 73%, an expected forfeiture rate of 2% and no expected dividends. The Black-Scholes options pricing model has been
used to determine grant date fair value due to its wide acceptance across industry as an option valuation model.
|
|
|
(3)
|
During the year ended December 31, 2017, a corporation controlled by Mr. Winn provided consulting
services to Alexco. The consulting services concluded effective September 30, 2017.
|
Outstanding Share-Based Awards
and Option-Based Awards
The following table sets forth information
concerning all share-based and option-based awards outstanding at the end of the most recently completed financial year, including
awards granted before the most recently completed financial year, to each of the non-executive directors:
|
|
Option-based Awards
|
Share-based Awards
|
|
Name
|
Number of securities underlying unexercised
options
(#)
|
Option exercise price
($)
|
Option expiration date
|
Value of unexercised in-the money options
($)
(1)
|
Number of shares or units of shares that have
not vested
(#)
|
Market or payout value of share-based awards
that have not vested
($)
(2)
|
Market or payout value of vested share-based
awards not paid out or distributed
($)
|
|
Terry Krepiakevich
|
110,000
35,000
|
1.73
2.32
|
Jun 10, 2021
Feb 01, 2022
|
28,600
-
|
40,000
|
79,600
|
Nil
|
|
Rick Van Nieuwenhuyse
|
110,000
35,000
|
1.73
2.32
|
Jun 10, 2021
Feb 01, 2022
|
28,600
-
|
40,000
|
79,600
|
Nil
|
|
Michael D. Winn
|
110,000
35,000
|
1.73
2.32
|
Jun 10, 2021
Feb 01, 2022
|
28,600
-
|
40,000
|
79,600
|
Nil
|
|
Richard N. Zimmer
|
110,000
35,000
|
1.73
2.32
|
Jun 10, 2021
Feb 01, 2022
|
28,600
-
|
40,000
|
79,600
|
Nil
|
|
Elaine Sanders
|
110,000
35,000
|
1.78
2.32
|
Jun 28, 2021
Feb 01, 2022
|
23,100
-
|
13,333
|
26,533
|
Nil
|
|
|
(1)
|
The “Value of unexercised in-the money options” is calculated on the basis of the difference
between the closing price of the Shares on the TSX on December 31, 2017 of $1.99 and the exercise price of the options.
|
|
|
(2)
|
The “Market or payout value of share-based awards that have not vested” is calculated
based on the closing price of the Shares on the TSX on December 31, 2017 of $1.99.
|
Incentive Plan Awards - Value
Vested or Earned During the Year
The following table sets out the value
of all incentive plan awards that vested or were earned during the most recently completed financial year, being the year ended
December 31, 2017, for each of the non-executive directors:
|
Name
|
Option-based awards - Value vested during the
year
($)
(
1)
|
Share-based awards - Value vested during the
year
($)
(2)
|
Non-equity incentive plan compensation - Value
earned during the year
($)
|
|
Terry Krepiakevich
|
14,300
|
79,666
|
Nil
|
|
Rick Van Nieuwenhuyse
|
14,300
|
79,666
|
Nil
|
|
Michael D. Winn
|
14,300
|
79,666
|
Nil
|
|
Richard N. Zimmer
|
14,300
|
79,666
|
Nil
|
|
Elaine Sanders
|
11,550
|
15,934
|
Nil
|
|
|
(1)
|
The “Option-based awards - Value vested during the year” is calculated on the basis
of the difference between the closing price of the Shares on the TSX on December 31, 2017 of $1.99 and the weighted average exercise
price of the vested options.
|
|
|
(2)
|
The “Share-based awards - Value vested during the year” is calculated on the closing
price of the Shares on the TSX on the various RSU vesting dates, which have a weighted average share price of $2.39.
|
Securities Authorized For Issuance Under Equity Compensation
Plans
The following table sets forth information
with respect to Alexco’s compensation plans under which equity securities were authorized for issuance as at December 31,
2017, being the end of the most recently completed financial year.
Plan category
|
Number of securities to be issued upon exercise of outstanding options, warrants and rights
(a)
|
Weighted-average exercise price of outstanding options, warrants and rights
(b)
|
Number of securities remaining available for
future issuance under equity compensation plans (excluding securities reflected in column (a))
(c)
|
|
Equity compensation plans approved by securityholders
|
6,944,991
|
$1.91
|
3,183,094
|
|
Equity compensation plans not approved by securityholders
|
Nil
|
Nil
|
Nil
|
|
Total
|
6,944,991
|
$1.91
|
3,183,094
|
Equity Incentive Plan
Alexco’s Equity Incentive Plan was
approved by Alexco’s shareholders at the annual general meeting of the shareholders held on June 9, 2016. The purpose of
the Equity Incentive Plan is to attract and motivate directors, officers, employees and service providers of Alexco and its subsidiaries
and thereby advance Alexco’s interests by affording such persons with an opportunity to acquire an equity interest in Alexco
through the Options and RSUs. The granting of Options and RSUs is intended to align the interests of such persons with that of
the Shareholders. The Equity Incentive Plan authorizes the Board (or Compensation Committee, if such authority is so delegated
by the Board) to grant Options and RSUs on the following terms:
|
|
1.
|
The Equity Incentive Plan is a “rolling” plan, pursuant to which the aggregate number
of Shares to be issued under the Equity Incentive Plan, together with any other securities-based compensation arrangements of the
Corporation, shall not exceed 10% of the Corporation’s issued and outstanding Shares from time to time. As such, the plan
limit will automatically increase as the number of Alexco’s issued and outstanding Shares increases. Furthermore, the Equity
Incentive Plan, together with all other previously established or proposed security-based compensation arrangements, may not result
in:
|
|
|
(a)
|
the number of Shares of the Corporation reserved for issuance pursuant to Options and RSUs granted
to insiders exceeding 10% of the outstanding issue;
|
|
|
(b)
|
the issuance to insiders of the Corporation of a number of Shares of Alexco exceeding, within a
one year period, 10% of the outstanding issue;
|
|
|
(c)
|
the issuance to any one insider of the Corporation, and such insider’s associates, of a number
of Shares of Alexco exceeding, within a one year period, 5% of the outstanding issue; or
|
|
|
(d)
|
the number of Shares of the Corporation reserved for issuance pursuant to Options or RSUs granted
to any one Optionee exceeding 5% of the outstanding issue.
|
The outstanding issue is determined
on the basis of the number of Shares of Alexco outstanding immediately prior to any proposed Option or RSU grant, excluding Shares
issued pursuant to share compensation arrangements over the preceding one-year period.
|
|
2.
|
The maximum aggregate annual grant fair value (equal to the accounting fair value so determined)
of awards under the Equity Incentive Plan, together with the Corporation’s other security based compensation arrangement,
as applicable, to any independent director of the Corporation in any fiscal year of the Corporation shall not exceed $150,000.
|
|
|
3.
|
The maximum grant-date fair value (equal to the accounting fair value determined in respect of
option granting for Alexco’s annual financial reporting purposes) of Options granted to any independent director of Alexco
in any fiscal year of Alexco shall not exceed $100,000, provided that no further Shares may be made subject to stock options granted
to any independent director of Alexco to the extent the number of Shares reserved for issue pursuant to Options granted to independent
directors of Alexco as a group is more than 1% of the number of Shares then outstanding.
|
|
|
4.
|
The Equity Incentive Plan is an evergreen plan, which means that when an option is exercised, additional
options become available for future grant under the plan because each exercise reduces the number of Shares that are subject to
stock options and increases the outstanding Shares of Alexco. Also, if any stock options are surrendered, terminate or expire without
being exercised in whole or in part under the Equity Incentive Plan, the Shares which were the subject of such Options may again
be made subject to an Option.
|
|
|
5.
|
The exercise price of any Option cannot be less than the volume weighted average price of the Shares
on the TSX for the five days on which Shares were traded immediately preceding the date of grant (the “
Fair Market Value
”).
|
|
|
6.
|
Options are exercisable for a period of five years from the date the option is granted or such
greater or lesser period as determined by the Board, which period may not exceed ten years. Options may be earlier terminated in
the event of death or termination of employment or appointment. Vesting of Options is determined by the Board. Unless otherwise
determined by the Board, options automatically become exercisable incrementally over a period of eighteen months from the date
of grant, as to: (i) 25% of the total number of Shares under Option immediately upon the date of grant; and (ii) at each six-month
interval thereafter, an additional 25% of the total number of Shares under Option such that after the 18
th
month of
the option period, 100% of the Option will be exercisable.
|
|
|
7.
|
Concurrent with the granting of the RSU, the Board shall determine, on recommendation from the
Compensation Committee, the period of time during which the RSU is not vested and the holder of such RSU remains ineligible to
receive Shares. Unless otherwise determined by the Board, RSUs will vest as to 33 1/3% immediately and then as to 33 1/3% on the
first and second anniversary dates of the grant date.
|
|
|
8.
|
The Options can be exercised by the holder thereof as long as such person is a director, officer,
employee or service provider to Alexco or its subsidiaries; or within a period of not more than 30 days after ceasing, for any
reason other than for cause or by virtue of death, to be a director, officer, employee or service provider (or such longer period
as may be contained in an employment agreement); or, if such person dies, within one year from the date of such person’s
death.
|
|
|
9.
|
In the event of a change in control, (i) all outstanding Options shall immediately vest and be
exercisable, (ii) all Options that are not otherwise exercised contemporaneously with the completion of the change of control will
terminate and expire immediately thereafter; (iii) and all outstanding RSUs shall vest immediately and be settled by the issuance
of Shares.
|
|
|
10.
|
The Board may from time to time in its absolute discretion, modify and change the provisions of
an Option or the Equity Incentive Plan without obtaining approval of Shareholders to:
|
|
|
(a)
|
implement a cashless exercise feature, payable in cash or securities, provided that such feature
provides for a full deduction of the number of Shares from the number of Shares reserved under the Equity Incentive Plan; and
|
|
|
(b)
|
make any other amendments of a non-material administrative nature which are approved by the TSX.
|
All other amendments will require
approval of Shareholders and the TSX.
|
|
11.
|
Any outstanding Options with an expiry date occurring during a management imposed black-out period
or within five days thereafter will be automatically extended to a date that is ten trading days following the end of the black-out
period.
|
As of April 25, 2018, there are 7,867,000
Options and 263,323 RSUs issued and outstanding under the Equity Incentive Plan, representing 8.2% of Alexco’s issued and
outstanding Share capital.
Burn Rate
In accordance with the policies of the TSX, the following table
sets out the annual burn rate, calculated in accordance with section 613(p) of the TSX Company manual, of each of our security-based
compensation arrangements for the three most recently completed financial years:
|
Equity Incentive Plan
|
|
For the Year Ended December 31,
|
Burn Rate
(1)
|
|
2017
|
1.9%
|
|
2016
|
3.3%
|
|
2015
|
2.1%
|
|
|
(1)
|
Annual burn rate is expressed as a percentage and is calculated by dividing the number of securities
granted under the Equity Incentive Plan by the weighted average number of securities outstanding for the applicable fiscal year.
|
Corporate
Governance Practices
TSX
listed companies are required to describe, on an annual basis, their practices and policies with regards to corporate governance
by way of a corporate governance statement contained in Alexco
’
s annual report
or information circular. The disclosure is required to be made pursuant to National Instrument 58-101
Disclosure of Corporate
Governance Practices
, and the guidelines contained in
National Policy 58-201
Corporate Governance Guidelines
,
against which Alexco has reviewed its own corporate governance practices. In certain cases, Alexco’s practices comply with
the guidelines; however, the Board considers that some of the guidelines are not suitable for Alexco at its current stage of development
and therefore these guidelines have not been adopted.
Independence of the Board
Alexco’s Board currently consists
of seven directors, five of whom Alexco believes to be independent as at the date of this Circular based upon the tests for independence
set forth in NI 52-110. Clynton Nauman is not independent as he is the Executive Chairman and Chief Executive Officer of Alexco.
For the period April 17, 2017 to September 30, 2017, a corporation controlled by Michael Winn provided consulting services to Alexco.
As a result, the Board determined that Mr. Winn ceased to be independent pursuant to the tests for independence set forth in NI
52-110 as of April 17, 2017, although he is considered independent under the rules of the NYSE American Equities Exchange pursuant
to Sections 803A and 805(c)(1) of the NYSE American Company Guide. Effective April 17, 2017, Mr. Nauman was appointed Executive
Chairman of Alexco, in addition to his existing title of CEO. As a result of Mr. Nauman not being an independent director, Mr.
Zimmer, who is considered an independent director, was appointed Lead Director of Alexco.
The independent directors exercise their
responsibilities for independent oversight of management through their position of parity on the Board. The Board follows a practice
of having the non-executive directors meet in camera, without management being in attendance, as a standing agenda item for every
Board meeting. Also, to further facilitate open and candid discussion among its independent directors, and to facilitate the Board’s
exercise of independent judgment in carrying out its responsibilities, the Board encourages Alexco’s independent directors
to meet at any time they consider necessary without any members of management or non-independent directors being present. Alexco’s
auditors, legal counsel and employees may also be invited to attend meetings. In addition, a standing agenda item for every meeting
of the Audit Committee, which is composed entirely of independent directors, is for the Committee to meet with Alexco’s auditors
in camera, without management being in attendance.
Board Mandate
The Board has adopted a written mandate,
a copy of which is attached as Schedule “A” hereto. The role of the Board is to supervise management and to approve
major and strategic decisions. The Board relies on management for periodic reports, and to provide the support and information
necessary to enable the Board to fulfil its obligations effectively. Major matters are to be analysed in reports prepared by management
and submitted to the Board for its approval. All material transactions must be reviewed and approved by the Board prior to implementation.
Any responsibility that is not delegated to senior management or a Board committee remains with the full Board.
The Board also meets to plan for the future
growth of Alexco; identify risks of Alexco’s business, thus ensuring the implementation of appropriate systems to manage
these risks; monitor senior management; ensure timely disclosure of material transactions; review and, if thought fit, approve
opportunities as presented by management; and provide guidance to management. Frequency of Board meetings as well as the nature
of agenda items change depending upon the state of Alexco’s affairs and in light of opportunities or risks that Alexco faces.
When necessary and appropriate, issues may be approved and adopted by the Board by way of written resolutions.
Board Chair and Lead Director
The Chair of the Board was a non-executive
position, held by Mr. Winn who was considered an independent director until April 17, 2017 when he was replaced by Mr. Nauman
who was appointed Executive Chairman. As a result of Mr. Nauman not being an independent director, Mr. Zimmer, who is considered
an independent director, was appointed Lead Director of Alexco.
Under written terms of reference
adopted by the Board, the Chair, or Lead Director when the Chair is not independent, shall act as the effective leader of the Board
and shall ensure it carries out its responsibilities effectively, efficiently and independently of management and in the long-term
best interests of Alexco. The Chair or Lead Director acts as a liaison between management and the Board and as the primary representative
and spokesperson for the Board, and promotes effective relations with Shareholders, other stakeholders and the public. The Chair
or Lead Director provides leadership to and, with the N&CG Committee, assists the Board in understanding and meeting its obligations
and responsibilities, including those relating to the Mandate of the Board and other corporate governance matters, and in assessing
the Board’s success in meeting its obligations. The Chair or Lead Director is also responsible for overseeing the performance
of the CEO and senior management and leading the Board’s review of the CEO’s performance, as well as providing leadership
to, and acting as a sounding board and advisor for, the CEO.
Position Descriptions
The Board has developed a written position
description for the Chair, or the Lead Director when the Chair is not independent, of the Board. The Board has also developed general
terms of reference for Committees which include descriptions of roles and responsibilities for the chairs of Committees. The Board
has developed a written position description for the Chief Executive Officer.
Board Committees
In addition to its Audit, Compensation
and N&CG Committees, Alexco has an EHS&T Committee, which, under the supervision of the Board, has overall responsibility
for developing and monitoring standards for ensuring a safe and healthy work environment and the protection of the environment
and for reviewing Alexco’s technical work. Furthermore, for the period from June 27, 2017 to April 11, 2018, a special committee
was struck for the purpose of reviewing and approving the restructuring of AEG’s US operations (the “
Special Committee
”).
The Audit Committee is comprised of three
independent Board members, including Terry Krepiakevich (Chair), Elaine Sanders and Richard Zimmer. For the period January 1, 2017
to April 17, 2017 Michael Winn was a member of the Audit Committee and was replaced by Richard Zimmer on April 17, 2017. The N&CG
Committee is comprised of a majority of independent Board members, including Rick Van Nieuwenhuyse (Chair), Elaine Sanders and
Michael Winn. Terry Krepiakevich was a member of the N&CG Committee for the period January 1, 2017 to April 17, 2017 when he
was replaced by Michael Winn on this committee. The Compensation Committee is comprised of three independent Board members, including
Elaine Sanders (Chair), Terry Krepiakevich and Richard Zimmer. For the period January 1, 2017 to April 17, 2017 Michael Winn was
a member and the Chair of the Compensation Committee and was replaced by Elaine Sanders. The EHS&T Committee is comprised of
a majority of independent Board members, including Richard N. Zimmer (Chair), Rick Van Nieuwenhuyse and Michael Winn. Clynton Nauman
was a member of the EHS&T Committee for the period January 1, 2017 to April 17, 2017 when he was replaced by Michael Winn.
The Special Committee was comprised of four independent Board members, including Terry Krepiakevich (Chair), Elaine Sanders, Richard
N. Zimmer and Rick Van Nieuwenhuyse.
All Committees are accountable to the
full Board.
Assessments
The Board, on at least an annual basis,
reviews the performance and effectiveness of the Board, its Committees and individual directors. The
N&CG
Committee
is responsible for assessing on at least an annual basis the overall effectiveness of the Board as a whole, each
of the Committees (other than the
N&CG Committee
itself, which is evaluated by the
full Board), the Chair of the Board and individual directors. Each Committee is requested to complete a self-assessment of its
performance, and formal surveys are conducted with each of the individual directors. As part of the assessments, the Board or the
individual Committee may review their respective mandate or charter and conduct reviews of applicable corporate policies. The
N&CG
Committee
reports the results of its assessments to the full Board, which report the Board takes into consideration when
completing its overall performance and effectiveness reviews. In addition, the Chair, or Lead Director if the Chair is not independent,
of the Board conducts a one-on-one session with each director to seek candid feedback regarding each other director of the Board,
the Board performance and any concerns or issues the director may have, and presents a summary of his findings to the Board as
a whole.
Orientation and Continuing Education
Alexco provides informal continuing education
to its Board members with guest speakers invited to present at Board and Committee meetings, and also encourages them to communicate
with management, auditors and technical consultants; to keep themselves current with industry trends and developments and changes
in legislation with management’s assistance; and to attend related industry seminars and visit Alexco’s properties.
Board members have full access to Alexco’s records. Advisors are invited to attend Board meetings as appropriate to make
presentations and answer questions from time to time.
During the year, Alexco had the following
presentations:
Presentation Topic
|
Presenter
|
Directors Present
|
|
Trends in Governance
|
Laurel Hill Advisory Group
|
All directors
|
|
Cybersecurity Awareness
|
Ernst & Young
|
All directors
|
|
Insurance
|
Integro Insurance Brokers
|
All directors
|
During the year ended December 31, 2017,
the Board, travelled to Yukon, Canada where the Board members and key management conducted a site tour at the Corporation’s
Keno Hill property.
The
N&CG
Committee
is responsible, among other things, for determining appropriate orientation programs for new Board members. New
Board members are provided with:
|
|
1.
|
information respecting the functioning of the Board and Committees, including a copy of Alexco’s
Corporate Governance Manual;
|
|
|
2.
|
access to recent publicly-filed documents of Alexco;
|
|
|
3.
|
access to Alexco’s management, auditors and technical consultants; and
|
|
|
4.
|
further information as deemed appropriate and desirable by the
N&CG
Committee
on a case-by-case basis.
|
Ethical Business Conduct
The Board views good corporate governance
as an integral component to the success of Alexco and to meet responsibilities to Shareholders. The Board has adopted a written
code of business conduct and ethics (the “
Code
”), which is applicable to all of Alexco’s directors, officers
and employees and which may be viewed by visiting Alexco’s web site at www.alexcoresource.com as well as under Alexco’s
profile on SEDAR at www.sedar.com. The Board monitors compliance with the Code by requesting that any person who becomes aware
of any existing or potential violation of the Code promptly notify the Chair of the Audit Committee or Alexco’s Ethics Officer.
No material change report filed since the beginning of Alexco’s most recently completed financial year pertains to any conduct
of a director or executive officer that constitutes a departure from the Code. The
N&CG
Committee
is responsible (among other things) for overseeing the procedure for monitoring directors’ responsibility
and diligence and for determining the independence of directors. Under the Code, as well as under terms of reference for directors
that have been developed by the Board, directors are required to exercise independent judgement in considering transactions and
agreements in respect of which a director or executive officer has a material interest. In addition, Alexco requires that directors
who have a material interest declare that interest to the Board and, where applicable, the Committees as well.
Nomination of Directors
Alexco’s
N&CG
Committee
is comprised solely of directors who are considered independent under the tests prescribed by NI 52-110, and is
responsible, among other things, for recommending candidates for nomination, appointment, election and re-election to the Board
and its Committees, and for annually assessing Board performance. The
N&CG Committee
assesses potential Board candidates to fill perceived needs on the Board for required skills, expertise, independence and other
factors. Members of the Board and representatives from industries relevant to the business of Alexco are consulted for possible
candidates, and search firms may be retained to the extent the Committee considers appropriate.
Director Share Ownership Requirements
During the financial year ended December
31, 2012, the Board implemented a policy requiring each director to own and hold a minimum of 20,000 Shares, including RSUs but
not including any Shares represented by unexercised stock options, with a period of up to three years provided to acquire such
ownership position. As at December 31, 2017 and as at April 25, 2018, all directors met this minimum Share ownership requirement.
Compensation
The determination of compensation for
Alexco’s officers and directors is the responsibility of the Board, taking into consideration the recommendations of Alexco’s
Compensation Committee. All of the members of the Compensation Committee must be independent under the tests prescribed by NI 52-110.
For further information regarding the process by which compensation is determined for Alexco’s officers and directors, refer
to the
Compensation Discussion and Analysis
section commencing on page 8, and particularly the sub-heading
Role of Compensation
Committee
.
Director Term Limits and Other Mechanisms of Board Renewal
Alexco has not adopted term limits for
its directors or other mechanisms for Board renewal. The NC&G Committee, on an annual basis, reviews the size, composition,
mandate and performance of the Board and the various committees of the Board, and makes recommendations for appointment, removal
of directors or other adjustments as appropriate.
The NC&G Committee has considered
whether to propose that the Board adopt term limits for directors and has determined not to do so after consideration of a number
of factors, including the significant advantages associated with the continued involvement of long-serving directors who have gained
a deep understanding of Alexco's projects, operations and objectives during their tenure; the experience, corporate memory and
perspective of such directors; the professional experience, areas of expertise and personal character of members of the Board;
and the current needs and objectives of Alexco.
Policies Regarding the Representation of Women on the Board
The Board has adopted a Diversity Policy
which recognizes and embraces the benefits of having a diverse Board and executive team, including but not limited to gender diversity.
The Board believes gender diversity is a significant aspect of diversity and acknowledges the role that women can play in contributing
to diversity of perspective in the boardroom.
The objective of the Diversity Policy,
as it relates to women on the Board, is to ensure that gender diversity is taken into account when reviewing board composition
and that there is a required identification of women candidates embedded in the director nomination and executive level appointment
process of the N&CG Committee.
Selection of female candidates to join
the Board or the executive team will be, in part, dependent on the pool of female candidates with the requisite skills, knowledge
and experience. The ultimate decision will be based on merit and the contribution the chosen candidate will bring to the Company.
In order to promote the specific objective
of gender diversity, the selection process for Board and senior executive appointments must involve the following steps (including
where the Company engages an external recruitment agency to identify and assess candidates):
|
|
•
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a short-list identifying potential candidates for the appointment which must include at least 50%
qualified female candidates; and
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|
•
|
if, at the end of the selection process, a female candidate is not selected, the Board must be
satisfied that there are objective reasons to support its determination.
|
At the date of this Circular, the Board
consists of 7 Directors, of which 2 Directors are female, representing 29% female representation on the Board.
On an annual basis, the N&CG Committee
assesses the effectiveness of Alexco's performance in meeting the objectives outlined in the Diversity Policy by a review of our
progress in increasing diversity amongst management and on the Board, by the percentage of female candidates identified during
the process to fill any vacancies in management or on the Board and the percentage of female candidates. In 2018, the Board recruited
one new Director and 50% of the candidates considered were female with the end result of a female director being appointed. The
Board has oversight of any diversity initiative implemented by management and will monitor measurable goals for achieving the objectives
established for the initiative.
Consideration of the Representation of Women in the Director
Identification and Selection Process
Selection of female candidates to join
the Board will be, in part, dependent on the pool of female candidates with the necessary skills, knowledge and experience. The
consideration of potential candidates for appointments must include at least 50% qualified female candidates. If, at the end of
the selection process a female candidate is not selected, the Board must be satisfied that there are objective reasons to support
its determination, which will advance the Company's commitment to diversity.
Consideration Given to the Representation of Women in Executive
Officer Appointments
Alexco's views with respect to the representation
of women in executive officer positions when making executive officer appointments is the same as its views on the representation
of women in the director identification and selection process. The consideration of potential candidates for appointments must
include at least 50% qualified female candidates. If, at the end of the selection process a female candidate is not selected, the
Board must be satisfied that there are objective reasons to support its determination, which will advance the Company's commitment
to diversity.
Targets Regarding the Representation of Women on the Board
and in Executive Officer Positions
Although Alexco has not adopted specific
targets for women in executive positions, Alexco has had female leadership in executive positions. As part of Alexco’s desire
to facilitate gender diversity in management and leadership roles, Alexco will also:
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•
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consider policies which address impediments to gender diversity in the workplace and review their
availability and utilisation;
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•
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regularly review the proportion of women at all levels of the Company;
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•
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monitor effectiveness of, and continue to expand on, existing initiatives designed to identify,
support and develop talented women with leadership potential; and
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•
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continue to identify new ways to entrench diversity as a cultural priority across the organisation.
|
Number of Women on the Board and in Executive Officer Positions
As of the Record Date, two of seven (29%)
directors of Alexco are female. See also "Policies Regarding the Representation of Women on the Board" above.
Majority Voting Policy
See "Election of Directors - Majority
Voting Policy".
Participation of Directors in Other Reporting Issuers
Certain of Alexco’s directors are
also directors in other reporting issuers (or equivalent), as disclosed in the following table:
|
Name of Director
|
Directorship(s) held in other Reporting Issuers
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Clynton R. Nauman
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NovaGold Resources Inc.
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Terry Krepiakevich
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Kaizen Discovery Inc.
|
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Rick Van Nieuwenhuyse
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Trilogy Metals Inc.
NovaGold Resources Inc.
|
SolidusGold Inc.
|
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Michael D. Winn
|
Altus Strategies Plc
Atico Mining Corp.
EMX Mining Corporation
EMX Royalty Corp.
|
Nebo Capital Corp.
Reservoir Capital Corp.
Revelo Resource Corp.
|
|
Richard N. Zimmer
|
Capstone Mining Corp.
|
Ascot Resources Ltd.
|
Interlocking Directorships
The following directors of Alexco currently
serve together on interlocking boards:
|
Directors serving on Interlocking Boards
|
Name of other Reporting Issuer
|
|
Clynton R. Nauman and Rick Van Nieuwenhuyse
|
NovaGold Resources Inc.
|
Audit Committee Information
Detailed information with respect to Alexco’s
audit committee is contained under the heading “Audit Committee Information” in Alexco’s Annual Information Form
dated March 14, 2018 for the year ended December 31, 2017 filed under Alexco’s profile on SEDAR at www.sedar.com.
Other Information
Indebtedness to Corporation of Directors and Officers
As at April 25, 2018, other than routine
indebtedness, there was no indebtedness outstanding of any current or former director, executive officer or employee of Alexco
or its subsidiaries which is owing to Alexco or its subsidiaries, or which is owing to another entity which indebtedness is the
subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by Alexco or
its subsidiaries, entered into in connection with a purchase of securities or otherwise
.
No individual who is, or at any time during
the most recently completed financial year was, a director or executive officer of Alexco, no proposed nominee for election as
a director of Alexco and no associate of such persons:
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(i)
|
is or at any time since the beginning of the most recently completed financial year has been, indebted
to Alexco or its subsidiaries; or
|
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(ii)
|
is indebted to another entity, which indebtedness is, or at any time since the beginning of the
most recently completed financial year has been, the subject of a guarantee, support agreement, letter of credit or other similar
arrangement or understanding provided by Alexco or its subsidiaries,
|
in relation to a securities purchase program
or other program.
Management Contracts
No management functions of Alexco are
performed to any substantial degree by a person other than the directors or executive officers.
Interest of Certain Persons or Companies in Matters To
Be Acted Upon
Except as otherwise disclosed, to the
knowledge of Alexco, no director or executive officer since the commencement of Alexco’s last completed fiscal year, proposed
nominee of management for election as a
director
, or any associate or affiliate of
the foregoing persons, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise,
in any matters to be acted upon at the Meeting other than the election of directors or appointment of auditors.
Interest of Informed Persons in Material Transactions
No informed person, officer or proposed
director and no associate or affiliate of the foregoing persons has or has had any material interest, direct or indirect, in any
transaction since the commencement of Alexco’s most recently completed financial year or in any proposed transaction which
in either such case has materially affected or would materially affect Alexco.
Additional Information
Financial information is provided in Alexco’s
comparative financial statements and MD&A for its most recently completed financial year. Additional information relating to
Alexco, including audited comparative financial statements, MD&A, annual information form and US Form 40-F for its most recently
completed financial year, is on Alexco’s web site at www.alexcoresource.com and on SEDAR at www.sedar.com and on EDGAR at
www.sec.gov/edgar.shtml. Shareholders may contact Alexco at Suite 1225, Two Bentall Centre, 555 Burrard Street, Box 216, Vancouver,
British Columbia, V7X 1M9 to request, free of charge, hard copies of Alexco’s audited financial statements and MD&A.
DATED
as of this 25
th
day of April, 2018.
BY ORDER OF THE BOARD
(signed)
Clynton R. Nauman
Clynton R. Nauman, Executive Chairman and Chief Executive Officer
Schedule
“A”
Mandate OF THE board of directors
GENERAL
This Mandate identifies the specific responsibilities
of the Board of Directors of the Company. The Board is responsible for the stewardship of the Company and oversees the management
of the business and affairs of the Company to maximize long term financial strength and shareholder value. The Board also sets
and oversees policies and standards, including corporate governance principles and guidelines, which promote the integrity of the
Company and its officers and employees, and protect the interests of shareholders. The Board may discharge certain of its responsibilities
identified in this Mandate by delegating certain duties to committees of the Board and management. The specific duties delegated
to each such committee are outlined in the respective charter for each committee.
COMPOSITION
The Chair of the Board should be "independent"
as defined in National Instrument 52-110. Where this is not appropriate, an independent director should be appointed to act as
"lead director". The Chair, or lead director if the Chair is not independent, shall act as the effective leader of the
Board and shall be responsible to ensure that the Board executes this Mandate effectively, efficiently, and independently of management.
Upon resignation of a member of the Board, such vacancy shall be filled by appointment by the Board, taking into consideration
the recommendation(s) of the Nominating & Corporate Governance Committee, as soon as practical.
RESPONSIBILITIES
Leadership and Integrity
To promote leadership and integrity throughout
the Company, the Board, with the assistance of the committees as appropriate, selects senior management, directors, officers and
advisors who the Board believes will conduct themselves with utmost integrity and will comply with the Board’s directions
and policies and applicable laws and regulations. The Board, with the assistance of the Nominating & Corporate Governance Committee,
determines the number of directors, nominates a majority of directors who are independent of management and who have appropriate
skills and experience in order to create an effective Board, and selects a director who is independent of management to serve as
chair (or lead director) of the Board.
On at least an annual basis, through the
appropriate committees, the Board reviews the ongoing performance of management, directors and officers and committees of the Board.
In addition, each of the independent members of the committees meet from time to time as necessary, and the independent members
of the Board meet at least annually separately from other members of the Board and management, in order to help ensure that the
interests of the Company and its shareholders can be considered independently of any contribution from non-independent members
of the Board and management.
Strategic Planning
The Board, in consultation with management,
annually reviews and approves the strategic direction for the Company and the process for implementing the plan. The Board provides
direction to the Chief Executive Officer ("
CEO
") and other senior management to ensure the strategic direction
set by the Board is followed. The Board receives reports of management on a regular basis throughout the year on the current and
proposed operations of the Company and reviews the opportunities of the Company and assesses risks to which the Company is exposed
so that the direction can be adjusted where required. At each Board meeting, recent developments that may impact the Company’s
strategic direction are reviewed and revisions to the direction and operations are made as required. The Board reviews the human
and corporate resources required to achieve the goals of the strategic direction and approves the Company’s annual capital
and operating plans, material equity and debt financing, material contracts and material acquisitions and divestitures. All such
plans and reports may be orally presented to the Board or may be in written form if so required by the Board.
Dealing with Risks
The Board, on at least an annual basis
and in participation with management, reviews and identifies what it perceives to be the principal risks to the Company and reviews
management’s plans for monitoring and managing those risks. The Board shall instruct management to assist the Board in identifying
risks and to promptly alert the Board when a risk has materialized and to implement and monitor appropriate procedures and systems
in accordance with normal industry practice and applicable laws and regulations. The Board also reviews the systems in place for
managing the risks, including insurance coverage, to determine the adequacy of such risk management systems. The Board may from
time to time appoint committees or advisors to assist in assessing different risks.
Succession Planning and Performance
Reviews
The Board, through the Nominating &
Corporate Governance Committee, annually identifies the key individuals of the Company and, in consultation with management, determines
how best to replace such individuals should the need arise. The Board's policy is to select individuals who have the required expertise
and therefore would require a minimum of training in order to assume their role with the Company. The CEO is assigned the responsibility
of ensuring the new person is informed of the Company's policies and practices and would be instructed to arrange additional training
if required.
The CEO has primary responsibility for
supervising, reviewing and reporting to the Board, through the Compensation Committee, on the performance of other senior management.
The Board also reviews on an annual basis the performance of the CEO against the performance criteria established from time to
time.
Communication
The Code of Business Conduct and Ethics
governs communication with shareholders and others and reflects the Company's commitment to timely, effective and accurate corporate
disclosure in accordance with all applicable laws and with a view to enhancing the Company's relationship with its shareholders.
Internal Controls and Management Information
Systems
The effectiveness of the Board and the
success of the Company are tied to the effectiveness and integrity of the Company's internal control and management information
systems. To maintain the effectiveness and integrity of the Company's financial controls, the Board, through the Audit Committee
and the oversight of the Company’s auditors, oversees the implementation and monitoring of internal control and management
information systems, takes an active role in overseeing the operations of the Company and assesses information provided by management.
Corporate Governance Principles and
Guidelines
The Board has appointed the Nominating
& Corporate Governance Committee which is composed solely of independent directors and which has overall responsibility for
developing the Company’s approach to corporate governance. In particular, the Committee is responsible for reviewing legal
requirements and trends regarding corporate governance, reviewing the Company’s corporate governance policies, practice and
compliance, and monitoring and assessing the functioning of the Board and committees of the Board. The Board has adopted the Company’s
Code of Business Conduct and Ethics which sets forth guiding principles for the business operations of the Company. Subject to
committee delegation, the Board is responsible for monitoring the Code of Business Conduct and Ethics. Waivers from the Code of
Business Conduct and Ethics for the benefit of the directors or executive officers of the Company may be granted only by the Board.
Expectations and Responsibilities of
Directors
The Board has adopted Terms of Reference
for Directors which set forth the expectations and responsibilities of individual directors. The Terms of Reference for Directors
prescribe, among other things, the requirements that directors demonstrate integrity and high ethical standards in the performance
of their duties, observe their fiduciary duty to the Company, avoid conflict by reporting to the Board potential or actual conflict
situations and advise the Chair of all directorships or other positions held in public and non-public companies, regularly attend
and prepare for Board and committee meetings and comply with all applicable laws and regulations, and policies and guidelines established
for the Company.
SPECIFIC
DUTIES AND TASKS
In addition to the above responsibilities,
the Board’s mandate includes the following duties and tasks:
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1.
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Reviewing and approving any proposed changes to the Company’s notice of articles or articles.
|
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2.
|
Taking responsibility for, and appropriate action with respect to, any take-over bid, proposed
merger, amalgamation, arrangement, and acquisition of all or substantially all of the assets or any similar form of business combination,
including the approval of any agreements, circulars or other documents in connection therewith.
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3.
|
Approving payment of distributions to shareholders.
|
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4.
|
Approving any offerings, issuances or repurchases of share capital or other securities.
|
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5.
|
Approving the establishment of credit facilities and any other long-term commitments.
|
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6.
|
Developing clear position descriptions or terms of reference for the Chair of the Board, the Chair
of each Board committee and the CEO (which includes delineating management's responsibilities).
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7.
|
Developing or approving the corporate goals and objectives that the CEO is responsible for meeting.
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8.
|
Selecting and appointing, evaluation of and (if necessary) termination of the CEO and CFO, and
approving the hiring of any other senior executive or appointment of any corporate officer.
|
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9.
|
Succession planning and other human resource issues.
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10.
|
Approving the compensation of the senior executive officers, including performance bonus plans
and stock options (if any).
|
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11.
|
Adopting a strategic planning process, approving the strategic direction on at least an annual
basis, and monitoring performance against such strategic direction.
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12.
|
Reviewing and approving annual operational budgets, capital expenditures and corporate objectives,
and monitoring performance on each of the above.
|
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13.
|
Reviewing policies and procedures to identify business risks, identifying the principal business
risks and ensuring that systems and actions are in place to monitor them.
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14.
|
Reviewing policies and processes to ensure that the Company’s internal control and management
information systems are operating properly.
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15.
|
Approving the financial statements, MD&A and other continuous disclosure requirements in accordance
with applicable laws, and making a recommendation to shareholders for the appointment of auditors.
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16.
|
Approving the Company’s Code of Business Conduct and Ethics, and other codes, mandates and
policies, and monitoring their effectiveness and application.
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17.
|
Assessing the contribution of the Board, committees and individual directors annually, and planning
for succession of the Board and senior management.
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18.
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Developing the Company's approach to corporate governance, including developing a set of corporate
governance principles and guidelines specifically tailored to the Company and in accordance with all applicable laws and regulations,
including any stock exchange upon which the Company's securities are traded.
|
BOARD
MEETING PROCESS
The powers of the Board may be exercised
at a meeting for which notice has been given and at which a quorum is present or, in appropriate circumstances, by resolution in
writing signed by all the directors.
Responsibility for Convening
Regular meetings of the directors may
be called and held at such time and at such place as the Board may by resolution from time to time determine. Any director may
call a meeting of the Board at any time.
Notice of Meeting
The Chair (or his or her delegate) of
the Board shall arrange to provide notice of the time and place of every meeting in writing (including by email or facsimile) to
each director at least 24 hours prior to the time fixed for such meeting, provided, however, that a director may in any manner
waive a notice of a meeting. Attendance of a director at a meeting constitutes a waiver of notice of the meeting, except where
a director attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting
is not lawfully called.
The Chair will also attempt to ensure
that an agenda for the meeting and all required materials for review by the members of each committee are delivered to the members
with sufficient time for their review.
Quorum
The quorum for the transaction of business
at any meeting of the Board shall be a majority of directors or such other number of directors as the Board may from time to time
determine according to the articles of the Company.
Voting
At all meetings of the Board every resolution
shall be decided by a majority of the votes cast on the resolution. A member of the Board will be deemed to have consented to any
resolution passed or action taken at a meeting of the Committee unless the member dissents.
Minutes of Board meetings
A secretary should be named for each Board
and committee meeting and minutes should be circulated at in a timely manner after such meeting. Minutes of the meetings of each
of the committees meetings will be made available to each Board member.
Effective
date
Last updated by the Board effective December
16, 2016.
Schedule
“B”
Compensation Committee CHARTER
ALEXCO RESOURCE CORP.
COMPENSATION COMMITTEE CHARTER
GENERAL
The Compensation Committee, under the
supervision of the Board, has overall responsibility for recommending levels of executive compensation that are competitive and
motivating in order to attract, hire, retain and inspire the Company’s Chief Executive Officer, Chief Financial Officer,
Chief Operating Officer and other executive officers (collectively, the “
Management
”) and certain key employees
and non-executive officers below the vice-president level (collectively, the “
Non-Management Officers
”) and
for recommending compensation for directors.
The term “compensation” shall
include salary, bonus, stock options, severance arrangements and other compensatory rights or benefits, direct or indirect, as
applicable.
COMPOSITION
The Compensation Committee shall be comprised
of a minimum of three (3) members, all of whom shall be “independent” directors as defined in section 1.4 of National
Instrument 52-110. Upon resignation of a member of the Compensation Committee, such vacancy shall be filled by appointment by the
Board as soon as practical.
RESPONSIBILITIES
Subject to the powers and duties of the
Board, the Board hereby delegates to the Compensation Committee the following powers and duties to be performed by the Compensation
Committee on behalf of and for the Board.
The Compensation Committee shall:
|
|
(a)
|
review on an annual basis, and from time to time as required, and recommend to the Board for approval
the compensation for directors who serve on the Board or its committees;
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(b)
|
review from time to time as required and recommend to the Board for approval as necessary the indemnification
policies, and director and officer insurance policy, if any, of the Company;
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(c)
|
review on an annual basis, and from time to time as required, and recommend to the Board for approval
as necessary the performance targets and corporate goals relevant to Management compensation, and evaluate the performance of Management
based on such goals;
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(d)
|
review and recommend to the Board for approval the proposed appointment of any person to Management;
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(e)
|
approve and appoint as necessary from time to time any person to a Non-Management Officer position;
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(f)
|
review on an annual basis, and from time to time as required, and recommend to the Board for approval
the compensation for Management, considering all relevant matters including the goals of the Company and the effectiveness of Management
in achieving those goals, the skill, qualifications and level of responsibility of Management, and compensation provided by comparative
companies;
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(g)
|
approve, determine and review as necessary from time to time the compensation of Non-Management
Officers, considering all relevant matters including the goals of the Company and the effectiveness of such Non-Management Officers
in achieving those goals, the skill, qualifications and level of responsibility of the Non-Management Officers, and compensation
provided by comparative companies, provided that such approval and determination shall be subject to any applicable Board policies;
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(h)
|
administer the Company’s stock option plan, employee benefit plans and other compensatory
plans adopted by the Company and review and approve benefits to be granted under such plans to Management, and Non-Management Officers
as applicable, in accordance with any guidelines established by the Board;
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(i)
|
with the assistance of Management, monitor trends in compensation of directors and management,
review and recommend to the Board for approval as necessary the Company’s compensation policies and plans;
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(j)
|
review and recommend to the Board for approval all of the Company’s executive compensation
disclosure, including compensation philosophy, before it is publicly disclosed;
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(k)
|
review and recommend to the Board for approval all disclosure regarding the Company’s stock
option plans, employee benefit plans and other compensatory plans adopted by the Company that are submitted for shareholder approval;
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(l)
|
review and approve all reports of the Compensation Committee in preparing the annual information
circular, annual information form or other filings required in accordance with relevant securities laws as applicable; and
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(m)
|
conduct an annual assessment of its performance and report the results of such assessment to the
Board.
|
It shall be the general policy of the
Company not to grant loans to directors, Management or Non-Management Officers.
The Compensation Committee shall have
authority to engage outside consultants to review the Company’s compensation program as appropriate.
The Compensation Committee shall conduct
a portion of each meeting without the presence of either Management or Non-Management Officers as the Committee deems necessary.
The Compensation Committee shall also
have such other powers and duties as are delegated to it by the Board from time to time.
EFFECTIVE
DATE
This Charter was implemented by the Board
effective November 9, 2011.
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CORPORATE HEADQUARTERS
1225 - 555 Burrard St.
Vancouver, BC V7X 1M9
Canada
|
Tel: 604.633.4888
Fax: 604.633.4887
Email: info@alexcoresource.com
Website: www.alexcoresource.com
|
SHARE LISTING INFORMATION
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