Fortuna Adopts Advance Notice Policy and Majority Voting Policy
posted on
Apr 07, 2014 05:32PM
Building the Foundations of a Leading Silver Miner
VANCOUVER, BRITISH COLUMBIA--(Marketwired - Apr 7, 2014) - Fortuna Silver Mines Inc. (the "Company") announces that its Board of Directors (the "Board") has adopted an Advance Notice Policy and a Majority Voting Policy with respect to the election of directors.
The Advance Notice Policy was adopted to further the Company's commitments to: (i) facilitating an orderly and efficient process for holding annual general or, where the need arises, special shareholder meetings; (ii) ensuring that shareholders receive adequate advance notice of director nominations and sufficient information regarding all director nominees; and (iii) allowing shareholders to register an informed vote on director elections.
The Advance Notice Policy requires advance notice to the Company where nominations of persons for election to the Board are made by shareholders. The Advance Notice Policy fixes a deadline by which nominations of potential directors must be submitted to the Company prior to any annual or special meeting of shareholders and sets forth the information that must be included in the notice to the Company.
Notice to the Company of nominations of potential directors must be made not less than 30 days and not more than 65 days prior to the date of the shareholder meeting; however, if the shareholder meeting is to be held on a date that is less than 50 days after the date on which the first public announcement of the date of the meeting was made, notice may be made not later than the close of business on the 10th day following such public announcement.
Pursuant to the terms of the Advance Notice Policy, the Company will seek shareholder ratification of the Policy at its next annual meeting of shareholders. If the Advance Notice Policy is not ratified at the next annual meeting of the Company's shareholders, the Advance Notice Policy will terminate and be of no further force and effect following the termination of the shareholder meeting.
The full text of the Advance Notice Policy is available under the Company's profile at www.sedar.com.
The Company also announces that the Board has adopted a Majority Voting Policy with respect to the election of directors in uncontested elections. The Majority Voting Policy provides that in the instance of a nominee receiving more "withheld" than "for" votes, such nominee will be required to promptly submit his or her resignation to the Chair of the Board for consideration. The Corporate Governance and Nominating Committee shall consider the resignation and provide a recommendation to the Board of whether to accept or reject the resignation. The Board shall review the Corporate Governance and Nominating Committee's recommendation and announce its decision via press release. The Board will accept the resignation except in situations where exceptional circumstances would warrant the director continuing to serve on the Board.