USAC BOARD OF
DIRECTORS, EXECUTIVE OFFICERS
BOARD OF DIRECTORS
Expiration of Term
John C. Lawrence
Gary D. Babbitt
Hart W. Baitis
Bernard J. Guarnera
John C. Lawrence
CEO, President, Treasurer
John C. Gustavsen
Russell C. Lawrence
Daniel L. Parks
Chief Financial Officer
Secretary and Controller
Business Experience of Directors
John C. Lawrence:
Mr. Lawrence has been the president and a director since our
inception. Mr. Lawrence was the president and a director of AGAU
Mines, Inc., our corporate predecessor, since the inception of AGAU
Mines, Inc. in 1968. He is a member of the Society of Mining
Engineers and a recipient of the Uuno Sahinen Silver Medallion Award
presented by Butte Tech, University of Montana. He has a vast
background in mining, milling, smelting, chemical processing and oil
(Leo Jackson: Mr. Jackson
announced his retirement from
the Board of Directors on 05/16/12, but will continue his excellent work
for the Company in operations.)
Gary D. Babbitt:
Mr. Babbitt has experience in mining industry with approximately 30
years dealing with joint ventures, purchases, royalty leases and
contracts. He has a working knowledge of Spanish and has negotiated
supply and mining agreements in Mexico. Mr. Babbitt has a B.A. from
the Albertson College of Idaho, and earned his J.D. from the
University of Chicago.
Mr. Ferer has worked for 34 years for Aaron Ferer & Sons, or AF&S,
headquartered in Omaha, Nebraska, where he is currently the Vice
President of Trading and Operations and Vice Chairman of the Board
of AF&S. He has been involved in the patenting of various processes
for the breakdown of plastics and metal recovery; was Vice President
of the Lead and Zinc Division ofAF&S;. In addition, Mr. Ferer has
been active in the trading of aluminum, copper, iron, silver,
arsenic, gold, bismuth, calcium, cadmium, chrome, indium, mercury,
manganese, sodium, phosphorous, antimony, selenium, silicon,
tellurium, vanadium, tungsten and other metals, and facilitated the
opening of eight offices in the Far East and China. He is one of the
largest traders of antimony metal and oxide in the United States.
Russell C. Lawrence:
Mr. Lawrence has experience in the lines of applied physics, mining,
refining, excavation, electricity, electronics, and building
contracting. He graduated from the University of Idaho in 1994 with
a degree in physics, and worked for the Physics Department at the
University of Idaho for a period of 10 years. He has also worked as
a building contractor and for USAC at the smelter and laboratory at
Thompson Falls, for USAMSA in the construction and operation of the
USAMSA smelter in Mexico, and for Antimonio de Mexico, S. A. de C.
V. at the San Miguel Mine and the Cadereyta mill site in Mexico.
Hart W. Baitis:
Mr. Baitis graduated from the University of Oregon in 1971 with a
B.S. in Geology, and was awarded a Ph. D. in Geology in 1976. He has
35 years of experience as an exploration geologist in the United
States, Canada, Central America, and Mexico. Mr. Baitis is
experienced in numerous geologic environments and terrains, and has
been involved in all phases of exploration, ranging from field
geologist, consultant, management, and acquisition team director
Bernard ("Barney") J. Guarnera, Chairman
of Behre Dolbear & Company, Inc., an internationally recognized mining
consulting firm which was founded in 1911. He has extensive global
experience and wealth of high level relationships in the mining industry.
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CODE OF ETHICS
United States Antimony Corporation will conduct
business honestly and ethically wherever we operate in the world. We
will constantly improve the quality of our services, products and
operations and will create a reputation for honesty, fairness,
respect, responsibility, integrity, trust and sound business
judgment. No illegal or unethical conduct on the part of officers,
directors, employees or affiliates is in the company's best
interest. United States Antimony Corporation will not compromise its
principles for short-term advantage. The ethical performance of this
company is the sum of the ethics of the men and women who work here.
Thus, we are all expected to adhere to high standards of personal
Officers, directors, and employees of the company must never permit
their personal interests to conflict, or appear to conflict, with
the interests of the company, its clients or affiliates. Officers,
directors and employees must be particularly careful to avoid
representing United States Antimony Corporation in any transaction
with others with whom there is any outside business affiliation or
relationship. Officers, directors, and employees shall avoid using
their company contacts to advance their private business or personal
interests at the expense of the company, its clients or affiliates.
bribes, kickbacks or other similar remuneration or consideration
shall be given to any person or organization in order to attract or
influence business activity. Officers, directors and employees shall
avoid gifts, gratuities, fees, bonuses or excessive entertainment,
in order to attract or influence business activity.
Officers, directors and employees of United States Antimony
Corporation will often come into contact with, or have possession
of, proprietary, confidential or business-sensitive information and
must take appropriate steps to assure that such information is
strictly safeguarded. This information—whether it is on behalf of
our company or any of our clients or affiliates—could include
strategic business plans, operating results, marketing strategies,
customer lists, personnel records, upcoming acquisitions and
divestitures, new investments, and manufacturing costs, processes
and methods. Proprietary, confidential and sensitive business
information about this company, other companies, individuals and
entities should be treated with sensitivity and discretion and only
be disseminated on a need-to-know basis.
Misuse of material inside information in connection with trading
in the company's securities can expose an individual to civil
liability and penalties under the Securities Exchange Act. Under
this Act, directors, officers, and employees in possession of
material information not available to the public are "insiders."
Spouses, friends, suppliers, brokers, and others outside the company
who may have acquired the information directly or indirectly from a
director, officer or employee are also "insiders." The Act prohibits
insiders from trading in, or recommending the sale or purchase of,
the company's securities, while such inside information is regarded
as "material", or if it is important enough to influence you or any
other person in the purchase or sale of securities of any company
with which we do business, which could be affected by the inside
information. The following guidelines should be followed in dealing
with inside information:
Until the material information has been publicly released by the
company, an employee must not disclose it to anyone except those
within the company whose positions require use of the information.
Employees must not buy or sell the company's securities when they
have knowledge of material information concerning the company until
it has been disclosed to the public and the public has had
sufficient time to absorb the information.
Employees shall not buy or sell securities of another corporation,
the value of which is likely to be affected by an action by the
company of which the employee is aware and which has not been
Officers, directors and employees will seek to report all
information accurately and honestly, and as otherwise required by
applicable reporting requirements.
Officers, directors and employees will refrain from gathering
competitor intelligence by illegitimate means and refrain from
acting on knowledge which has been gathered in such a manner. The
officers, directors and employees of United States Antimony
Corporation will seek to avoid exaggerating or disparaging
comparisons of the services and competence of their competitors.
Officers, directors and employees will obey all Equal Employment
Opportunity laws and act with respect and responsibility towards
others in all of their dealings.
Officers, directors and employees will remain personally balanced so
that their personal life will not interfere with their ability to
deliver quality products or services to the company and its clients.
Officers, directors and employees agree to disclose unethical,
dishonest, fraudulent and illegal behavior, or the violation of
company policies and procedures, directly to management.
Violation of this Code of Ethics can result in discipline, including
possible termination. The degree of discipline relates in part to
whether there was a voluntary disclosure of any ethical violation
and whether or not the violator cooperated in any subsequent
Remember that good ethics is good business
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EXECUTIVE COMMITTEE CHARTER
A. Purpose of the Committee
The primary purpose of the Executive Committee (the “Committee”) is to function when the Board of Directors (the “Board”) is not in session.
B. Committee Membership
The Committee shall consist of three or more regular members of the Board including the Chairman of the Board of the Corporation who shall be appointed by the Board from among its members. Unless otherwise determined by the board, all members of the board, not appointed members of the Committee, shall be alternate members of the Committee. The Board may fill vacancies among the regular members of the Committee by appointment from among its members. Members of the Committee may be removed by the Board at any time. If necessary to constitute a quorum, one or more alternate members shall be called to act at any meeting by the Secretary of the Committee in accordance with a rotational schedule, as may be determined by the Board.
C. Committee Structure and Operations
The Chairman of the Board of the Corporation shall be the Chair of the Executive Committee. The Committee shall fix its own rules of procedure and shall meet where and as provided by such rules or by resolution of the Committee. In addition to the regular meeting schedule established by the Committee, if any, the Chair of the Committee may call a special meeting at any time.
The Secretary of the Corporation shall be the Secretary of the Executive Committee unless the Committee designates otherwise.
In the absence of the Chair during any Committee meeting, the Committee may designate a Chair pro tempore.
D. Committee Activities
The following shall be the activities of the Committee in carrying out its purpose. These activities are set forth as a guide with the understanding that the Committee may diverge from this guide as appropriate given the circumstances.
1. During the intervals between meetings of the Board, the Committee shall have and may exercise the powers of the Board, except as limited by the Corporation By-Laws and Montana statutes.
2. Take such other action and do such other things as may be referred to it from time to time by the Board.
E. Committee Evaluation
The Committee will periodically complete a self-evaluation of the Committee’s own performance and effectiveness, and will consider whether any changes to the Committee’s charter are appropriate.
F. Committee Reports
After meetings of the Committee, the Chair of the Committee will report to the full Board on the Committee’s activities, findings and recommendations, including the results of the Committee’s self-evaluation and any recommended changes to the Committee’s charter.
G. Resources and Authority of the Committee
The Committee has the authority to retain such outside advisors, including legal counsel or other experts, as it deems appropriate, and to approve the fees and expenses of such advisors.
Adopted March 20, 2012
Chairman of the Board of Director
NOMINATING AND CORPORATE GOVERNANCE
The Nominating and Corporate Governance Committee (the “Committee”) of the Board of Directors (the “Board”) shall consist of at least three directors, as determined by the Board, each of whom (a) satisfies the independent requirements of the New York Stock Exchange, and the Securities and Exchange Commission and any applicable laws, rules, and regulations and the Corporation’s Corporate Governance Guidelines or otherwise; and (b) has experience, in the business judgment of the Board, that would be helpful in addressing the matters delegated to the Committee.
The members of the Committee, including the Chair of the Committee, shall be appointed annually by the Board on the recommendation of the Nominating and Corporate Governance Committee. Committee members may be removed from the Committee, with or without cause, by the Board. Any member of the Committee may resign at any time by giving written notice to the Chair of the Committee.
The purpose of the Committee is to assist the Board in discharging the Board’s responsibilities regarding:
(a) The identification of qualified candidates to become Board members;
(b) The selection of nominees for election as directors at the next annual meeting of stockholders (or special meeting of stockholders at which directors are to be elected);
(c) The selection of candidates to fill any vacancies on the Board;
(d) The recommendation to the Board of Director nominees for each committee of the Board;
(e) The development and recommendation to the Board of a set of corporate governance guidelines and principles applicable to the Company (the “Corporate Governance Guidelines”); and
(f) Oversight of the evaluation of the board and management.
In addition to the powers and responsibilities expressly delegated to the Committee in this Charter, the Committee may exercise any other powers and carry out any other responsibilities delegated to it by the Board, from time to time, consistent with the Company’s By-Laws. The powers and responsibilities delegated by the Board to the Committee in this Charter or otherwise shall be exercised and carried out by the Committee as it deems appropriate without requirement of board approval. While acting within the scope of the powers and responsibilities delegated to it, the Committee shall have and may exercise all the powers and authority of the Board.
III. Duties and Responsibilities
1. The Committee shall review, at least annually and more frequently as may be necessary, (a) the composition of the Board of Directors in terms of independence, experience, expertise, and special knowledge required for the effective discharge of the board’s responsibilities and (b) the organization of the board in terms of Board procedures, the size and membership of the Board, and recommend to the Board any changes the Committee believes appropriate or desirable.
2. The Committee shall review, at least annually and more frequently as may be necessary, the structure, membership and charters of the Board committees, and will recommend to the Board any changes the Committee believes appropriate or desirable.
3. (a) Prior to each annual meeting of stockholders at which Directors are to be elected or reelected, the Committee shall recommend to the Board, candidates for nomination that the Committee, in the exercise of its judgment, has found to be well qualified and willing and available to serve.
(b) After a vacancy arises on the Board or a director advises the Board of his or her intention to resign, the Committee shall recommend a candidate to the Board to fill the vacancy that the Committee, in the exercise of its judgment, has found to be well qualified and willing and available to serve.
(c) In considering potential candidates for Directors under (a) and (b) above, the Committee may consider the entirety of each candidate’s credentials. Qualifications for consideration may vary according to the particular area of expertise being sought as a complement to the existing composition of the Board. In addition, the Committee may take into account the overall diversity of the board, including professional background, experience, perspective, age, tenure, gender, and ethnicity. The Committee may consider the following criteria, without limitation among others the Committee shall deem appropriate, in recommending candidates for election to the Board:
(i) possession of personal and professional integrity, ethics and values;
(ii) sound experience and acumen and the requisite time and ability to attend meetings and fully participate in the activities of the Board;
(iii) experience in the Company’s industry or knowledge or familiarity with the company’s operations and/or the issues affecting the Company’s business, and other elements relevant to the success of a publicly traded mining company in today’s marketplace and regulatory requirements;
(v) practical and mature business judgment, including the ability to make independent analytical inquires;
(vi) a reputation, both personal and professional, consistent with the image and reputation of the Company; and
(vii) the stated intent of a candidate to comply with the Corporate Governance Guidelines, including the guideline on resignation of a director who is not elected by the vote specified in the Company’s Bylaws.
4. The Committee shall oversee the Board’s annual review of its performance (including its composition and organization) and will make appropriate recommendations to improve performance.
5. The Committee may make recommendations to the Board regarding the Company’s Certificate of Incorporation and Bylaws.
6. The Committee shall review annually the Corporate Governance Guidelines and shall recommend any revisions, amendments or modifications to the Board for approval.
7. The Committee shall consider, develop and recommend to the Board such policies and procedures with respect to the nomination of Directors or other corporate governance matters as may be required to be adopted or disclosed and pursuant to any rules promulgated by the Securities and Exchange Commission or otherwise considered to be desirable and appropriate in the discretion of the Committee.
8. The Committee shall review periodically the compensation and benefits for non-employee Directors and, when appropriate, make recommendations to the Compensation Policy Committee or the Board of Directors for modifications.
9. The Committee shall evaluate its own performance on an annual basis, including its compliance with this Charter, and provide the Board with any recommendations for changes in procedures or policies governing the Committee. In addition, the Committee shall review and reassess this Charter at least annually and submit any recommended changes to the Board for its consideration. The Committee shall conduct such evaluation and review in such manner as it deems appropriate.
10. The Committee shall oversee implementation and compliance with, and will recommend clarifications or necessary changes to, the Code of Business Conduct and Ethics and Conflict of Interest Policy for members of the Board and the Code of Business Conduct and Ethics for Employees.
11. The Committee shall administer standards concerning any charitable contribution to organizations associated with a Director or his or her spouse.
12. In fulfilling its responsibilities, the Committee shall be entitled to delegate any or all of its responsibilities to a subcommittee of the Committee, to the extent consistent with the Company’s Certificate of Incorporation, Bylaws, Corporate Governance Guidelines and applicable law and rules of markets in which the Company’s securities then trade.
IV. Outside Advisors
The Committee shall have the sole authority to retain and terminate any search firm used to assist it in identifying Director Candidates, including sole authority to approve fees payable to such firm and other terms of retention.
The Committee may retain any independent counsel, experts or advisors that the Committee believes to be desirable and appropriate. The Committee may also use the services of the Company’s regular legal counsel or other advisors to the Company. The Company shall provide for appropriate funding, as determined by the Committee, for payment of compensation to any such persons employed by the Committee and for ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties.
V. Meetings and Procedures
The Chair (or in his or her absence, a member designated by the Chair) shall preside at each meeting of the Committee and set the agenda for Committee meetings. The Committee shall have the authority to establish its own rules and procedures for notice and conduct of its meetings so long as they are not inconsistent with any provisions of the Company’s Bylaws that are applicable to committees.
The Committee shall meet on a regularly scheduled basis at least two times per year and more frequently as the Committee deems necessary or desirable.
The Chair shall report to the Board regarding the activities of the Committee at the next regularly scheduled meeting following meetings of the Committee, including any recommendations to the Board.
Adopted March 20, 2012
Chairman of the Board of Directors
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COMPENSATION COMMITTEE CHARTER
The Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) assists the Board in fulfilling its fiduciary responsibilities with respect to the oversight of the Company’s affairs in the areas of compensation plans, policies, and programs of the Company, especially those regarding executive compensation, employee benefits, and reviewing an annual report on executive compensation for inclusion in the Company’s proxy materials in accordance with applicable rules and regulations. The Committee shall ensure that compensation programs are designed to encourage desired performance; promote accountability and adherence to Company values; assure that employee interest are aligned with the interest of the Company’s stockholders; serve the long-term best interests of the Company and stockholders; and that the executive compensation policies are designed to attract, develop, and retain talented leadership to serve the long-term interests of the Company.
The Committee shall have the authority to undertake the specific duties and responsibilities described below and the authority to undertake such duties as are assigned by law, the Company’s certificate of incorporation or bylaws, or by the Board.
The Committee shall be composed of at least three (3) members of the Board, one of whom shall be designated by the Board as the Chair.
Each member of the Committee shall (1) qualify as an independent director under the NYSE listing requirements; (2) be a “non-employee director” within the meaning of Rule 16b-3 of the Securities Exchange Act of 1934, as amended; (3) be an “outside director” under the regulations promulgated under § 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”); and (4) be otherwise free from any relationship that, in the judgment of the Board, would interfere with his or her exercise of business judgment as a Committee member.
Meetings and Procedures
The Committee shall hold at least two (2) regularly scheduled meetings each year.
In discharging its responsibilities, the Committee shall have sole authority to, as it deems appropriate, select, retain, and/or replace, as needed, compensation and benefits consultants and other outside consultants to provide independent advice to the Committee. In addition, the Committee shall have access to Company staff personnel to provide data and advice in connection with Committee’s review of management compensation practices and policies and leadership development processes and practices.
The Committee shall maintain written minutes or other records of its meetings and activities. Minutes of each meeting of the Committee shall be distributed to each member of the Committee... The Secretary of the Company shall retain the original signed minutes for filing with the corporate records of the Company.
The Chair of the Committee shall report to the Board following meetings of the Committee and as otherwise requested by the Chairman of the Board.
The Committee shall be responsible for:
1. Assessing the overall compensation structure of the Company and adopting a written statement of compensation philosophy and strategy, selecting an appropriate compensation peer group, and periodically reviewing executive compensation in relation to this peer group.
2. Reviewing and approving corporate goals and objectives relating to the compensation of the Chief Executive Officer, evaluating the performance of the Chief Executive Officer in light of the goals and objectives, and making appropriate recommendations for improving performance. The Committee shall establish the compensation of the Chief Executive Officer based on such evaluation. In performing the foregoing functions, the Chair of the Committee may solicit comments from the other members of the Board. Final determinations regarding the performance and compensation of the Chief Executive Officer will be conducted in an executive session of the Committee and be reported by the Chair of the Committee to the entire Board during an independent session of the Board.
3. Reviewing and approving all compensation for all other officers of the Company; evaluating the responsibilities and performance of other executive officers and making appropriate recommendations for improving performance.
4. Overseeing succession planning for senior management of the Company.
5. Recommending policies to the Board regarding minimum retention and ownership levels of Company common stock by officers.
6. Administering and reviewing all executive compensation programs and equity-based plans of the Company. The Committee shall have and shall exercise all the authority of the Board with respect to administering such plans, including approving amendments thereto.
7. Making recommendations to the board with respect to incentive compensation plans and equity-based plans.
8. Approving, amending, and terminating ERISA-governed employee benefit plans, with the authority to delegate some or all of these actions to management.
9. Reviewing the Company’s Compensation Discussion and Analysis to be included in the Company’s annual proxy statement and preparing and approving the Report of the Compensation Committee to be included as part of the Company’s annual proxy statement.
10. Conducting an annual evaluation of the effectiveness of the Committee.
11. If the Company identifies policies or practices for compensation its executive officers that are reasonably likely to have a material adverse effect on the Company; making necessary adjustments to such compensation policies or practices to ensure that they are consistent with the Company’s risk management objectives.
The Committee shall have the authority to delegate its functions to a subcommittee thereof.
For purposes of this Charter, “compensation” shall include, but not be limited to, cash or deferred payments, incentive and equity compensation, benefits and perquisites, employment, retention and/or termination/severance agreements, and any other programs which pursuant to the regulations of the Securities and Exchange Commission or Internal Revenue Service (or successor organizations, if applicable), would be considered to be compensation. In addition, “officer” shall be as defined in § 16 of the Securities Exchange Act of 1934, and Rule 16a-1 thereunder.
The Committee shall review and reassess the Committee’s Charter on periodic basis and submit any recommended changes to the Board for its consideration.
The Committee shall perform such other functions and have such other powers as may be necessary or convenient in the efficient discharge of the foregoing.
Adopted March 20, 2012
Chairman of the Board of Directors
AUDIT COMMITTEE CHARTER
To assist the board of directors in fulfilling its oversight
responsibilities for (1) the integrity of the company’s financial
statements, (2) the company’s compliance with legal and regulatory
requirements, (3) the independent auditor’s qualifications and
independence, and (4) the performance of the company’s internal
audit function and independent auditors. The audit committee will
also prepare the report that SEC rules require be included in the
company’s annual proxy statement.
The audit committee has authority to conduct or authorize
investigations into any matters within its scope of
responsibility. It is empowered to
Appoint, compensate, and oversee the work of the public accounting
firm employed by the organization to conduct the annual audit. This
firm will report directly to the audit committee.
Resolve any disagreements between management and the auditor
regarding financial reporting.
Pre-approve all auditing and permitted non-audit services performed
by the company’s external audit firm.
Retain independent counsel, accountants, or others to advise the
committee or assist in the conduct of an investigation, review, or
to attend a meeting of the committee.
Seek any information it requires from employees-all of whom are
directed to cooperate with the committee’s requests-or external
Meet with company officers, external auditors, or outside counsel,
The committee may delegate authority to subcommittees comprised of
one or more members of the committee, including the authority to
pre-approve all auditing and permitted non-audit services, providing
that such decisions are presented to the full committee at its next
The committee shall also carry out such other duties as may be
delegated to it by the board of directors from time to time.
The audit committee will consist of at least three and no more than
six members of the board of directors. The board nominating
committee will appoint committee members and the committee chair.
Each committee member will be both independent and financially
literate. At least one member shall be designated as the “financial
expert,” as defined by applicable legislation and regulation. No
committee member shall simultaneously serve on the audit committees
of more than two other public companies.
The committee will meet at least four times a year, with authority
to convene additional meetings, as circumstances require. All
committee members are expected to attend each meeting, in person or
via telephone or video-conference. The committee will invite
members of management, auditors or others to attend meetings and
provide pertinent information, as necessary. It will meet
separately, periodically, with management, with internal auditors
and with external auditors. It will also meet periodically in
executive session. Meeting agendas will be prepared and provided in
advance to members, along with appropriate briefing materials. The
committee will arrange as necessary meetings with the managers and
accountants of the Company’s subsidiaries in Mexico. Minutes will
be prepared and maintained for all meetings
The committee will carry out the following responsibilities:
Review significant accounting and reporting issues and understand
their impact on the financial financial statements. These issues
Complex or unusual transactions and highly judgmental areas.
Major issues regarding accounting principles and financial statement
presentations, including any significant changes in the company’s
selection or application of accounting principles.
The effect of regulatory and accounting initiatives, as well as
off-balance sheet structures, on the financial statements of the
Review analyses prepared by management and/or the independent
auditor setting forth significant financial reporting issues and
judgments made in connection with the preparation of the financial
statements, including analyses of the effects of alternative GAAP
methods on the financial statements.
Review with management and the external auditors the results of the
audit, including any difficulties encountered. This review will
include any restrictions on the scope of the independent auditor’s
activities or on access to requested information, and any
significant disagreements with management.
Discuss the annual audited financial statements and quarterly
financial statements with management and the external auditors,
including the company’s disclosures under “Management’s Discussion
and Analysis of Financial Condition and Results of Operations.”
Review disclosures made by CEO and CFO during the Forms 10-K and
10-Q certification process about significant deficiencies in the
design or operation of internal controls or any fraud that involves
management or other employees who have a significant role in the
company’s internal controls.
Discuss earnings press releases (particularly use of “pro forma,” or
“adjusted” non-GAAP, information), as well as financial information
and earnings guidance provided to analysts and rating agencies.
This review may be general (i.e., the types of information to be
disclosed and the type of presentations to be made). The audit
committee does not need to discuss each release in advance.
Consider the effectiveness of the company’s internal control
system, including information technology security and control.
Understand the scope of internal and external auditors’ review of
internal control over financial reporting, and obtain reports on
significant findings and recommendations, together with
Internal Audit/Internal Control and Review
Review with management and the chief audit executive/chief
financial officer the charter, plans, activities, staffing, and
organizational structure of the internal audit/review and control
Ensure there are no unjustified restrictions or limitations, and
review and concur in the appointment, replacement, or dismissal of
the chief audit executive/chief financial officer.
Review the effectiveness of the internal audit/review and control
function, including compliance with The Institute of Internal
Auditors’ Standards for the Professional Practice of Internal
Auditing and/or Section 7 of The NYSE Corporate Accountability and
Listing Standards Committee.
On a regular basis, meet separately with the chief audit
executive/chief financial officer to discuss any matters that the
committee or internal audit officer/chief financial officer believes
should be discussed privately.
The company will have in place an appropriate control and review
process under the chief financial officer for reviewing and
approving its internal transactions and accounting until the company
establishes a separate internal audit department.
Review the external auditors’ proposed audit scope and approach,
including coordination of audit effort with internal audit.
Review the performance of the external auditors, and exercise final
approval on the appointment or discharge of the auditors. In
performing this review, the committee will
At least annually, obtain and review a report by the independent
auditor describing: the firm’s internal quality-control procedures;
any material issues raised by the most recent internal
quality-control review, or peer review, of the firm, or by any
inquiry or investigation by governmental or professional
authorities, within the preceding five years, respecting one or more
independent audits carried out by the firm, and any steps take to
deal with any such issues; and (to assess the auditor’s
independence) all relationships between the independent auditor and
Take into account the opinions of management and internal audit.
Review and evaluate the lead partner of the independent auditor.
Present its conclusions with respect to the external auditor to the
Ensure the rotation of the lead audit partner every five years and
other audit partners every seven years, and consider whether there
should be regular rotation of the audit firm itself.
Present its conclusions with respect to the independent auditor to
the full board.
Set clear hiring policies for employees or former employees of the
On a regular basis, meet separately with the external auditors to
discuss any matters that the committee or auditors believe should be
Review the effectiveness of the system for monitoring compliance
with laws and regulations and the results of management’s
investigation and follow-up (including disciplinary action) of any
instances of noncompliance.
Establish procedures for: (i) The receipt, retention, and treatment
of complaints received by the listed issuer regarding accounting,
internal accounting controls, or auditing matters; and (ii) The
confidential, anonymous submission by employees of the listed issuer
of concerns regarding questionable accounting or auditing matters.
Review the findings of any examinations by regulatory agencies, and
any auditor observations.
Review the process for communicating the code of conduct to company
personnel, and for monitoring compliance therewith.
Obtain regular updates from management and company legal counsel
regarding compliance matters.
6. Reporting Responsibilities
Regularly report to the board of directors about committee
activities and issues that arise with respect to the quality or
integrity of the company’s financial statements, the company’s
compliance with legal or regulatory requirements, the performance
and independence of the company’s independent auditors, and the
performance of the internal audit function.
Provide an open avenue of communication between internal audit, the
external auditors, and the board of directors.
Report annually to the shareholders, describing the committee’s
composition, responsibilities and how they were discharged, and any
other information required by rule, including approval of non-audit
Review any other reports the company issues that relate to committee
7. Other Responsibilities
Discuss with management the company’s major policies with respect
to risk assessment and risk management.
Perform other activities related to this charter as requested by the
board of directors.
Institute and oversee special investigations as needed.
Review and assess the adequacy of the committee charter annually,
requesting board approval for proposed changes, and ensure
appropriate disclosure as may be required by law or regulation.
Confirm annually that all responsibilities outlined in this charter
have been carried out.
Evaluate the committee’s and individual members’ performance at
Adopted March 20, 2012
Chairman of the Board of Directors
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INSIDER TRADING AND CONFIDENTIALITY
Antimony Corporation and all of its employees, officers, and directors here
in the United States and its subsidiaries must act in a manner that does not
misuse, disclose or disseminate material financial or operational information
of any kind that has not been publicly disclosed or that is not in the public
domain already. Failure to do breaches the company code of conduct and violates
The penalties for
Insider Trading are severe including civil damages and possibly penal
sentences involving prison. The damages extend to any person who, however,
remote has benefited from the disclosure of material insider information. This
sometime referred as daisy chain liability.
information is any information that a reasonable investor would consider
important in a decision to buy, sell, or hold the securities. Any information
whether written, oral, or photos that could reasonably be expected to be affect
the price of the securities is likely to be considered material. The
information may be positive or negative. The courts may use hindsight in
judging what is material.
means the information has not yet become publicly available. Release of the
information to the media by news release or 8K does not immediately free
insiders from trading and insiders should wait until the market has had an
opportunity to absorb the information. Usually, it is sufficient, if the
information has been widely disseminated, to wait until the following day.
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