Corporate Governance

Committees of the Board Policies Insider Trading Policy Environmental/Social Policy

Current members of the committees


Audit Compensation Nominating Disclosure
Chair Jenna Hardy Richard Thibault Jenna Hardy None
Members Richard Thibault Jenna Hardy Richard Thibault Jenna Hardy
Stephen Hanson



Audit Committee Charter


The following Audit Committee Charter was adopted by the Audit Committee of the Board of Directors (the "Board") and the Board of Argentex Mining Corporation (the "Company"):

I. Mandate

The primary function of the audit committee (the "Committee") is to assist the Company's Board in fulfilling its financial oversight responsibilities by reviewing the financial reports and other financial information provided by the Company to regulatory authorities and shareholders, the Company's systems of internal controls regarding finance and accounting and the Company's auditing, accounting and financial reporting processes. Consistent with this function, the Committee will encourage continuous improvement of, and should foster adherence to, the Company's policies, procedures and practices at all levels. The Committee's primary duties and responsibilities are to:
  • serve as an independent and objective party to monitor the Company's financial reporting and internal control system and review the Company's financial statements;
  • review and appraise the performance of the Company's external auditors; and
  • provide an open avenue of communication among the Company's auditors, financial and senior management and the Board.


II. Composition

The Committee shall be comprised of a minimum three directors as determined by the Board. If the Company ceases to be a "venture issuer" (as that term is defined in Multilateral Instrument 52-110), then all of the members of the Committee shall be free from any relationship that, in the opinion of the Board, would interfere with the exercise of his or her independent judgment as a member of the Committee.

If the Company ceases to be a "venture issuer" (as that term is defined in Multilateral Instrument 52-110), then all members of the Committee shall have accounting or related financial management expertise. All members of the Committee that are not financially literate will work towards becoming financially literate to obtain a working familiarity with basic finance and accounting practices. For the purposes of the Company's Audit Committee Charter, the definition of "financially literate" is the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can presumably be expected to be raised by the Company's financial statements.

The members of the Committee shall be appointed by a resolution passed by the Board.

III. Meetings

The Committee shall meet a least twice annually, or more frequently as circumstances dictate. As part of its job to foster open communication, the Committee will meet at least annually with the Chief Financial Officer and the external auditors in separate sessions.

IV. Responsibilities and Duties
To fulfill its responsibilities and duties, the Committee shall:
  1. Documents/Reports Review
    1. review and update this Audit Committee Charter annually; and
    2. review the Company's financial statements, MD&A and any annual and interim earnings press releases before the Company publicly discloses this information and any reports or other financial information (including quarterly financial statements), which are submitted to any governmental body, or to the public, including any certification, report, opinion, or review rendered by the external auditors.
  2. External Auditors
    1. review annually, the performance of the external auditors who shall be ultimately accountable to the Company's Board and the Committee as representatives of the shareholders of the Company;
    2. obtain annually, a formal written statement of external auditors setting forth all relationships between the external auditors and the Company, consistent with Independence Standards Board Standard 1;
    3. review and discuss with the external auditors any disclosed relationships or services that may impact the objectivity and independence of the external auditors;
    4. take, or recommend that the Company's full Board take appropriate action to oversee the independence of the external auditors, including the resolution of disagreements between management and the external auditor regarding financial reporting;
    5. recommend to the Company's Board the selection and, where applicable, the replacement of the external auditors nominated annually for shareholder approval;
    6. recommend to the Company's Board the compensation to be paid to the external auditors;
    7. at each meeting, consult with the external auditors, without the presence of management, about the quality of the Company's accounting principles, internal controls and the completeness and accuracy of the Company's financial statements;
    8. review and approve the Company's hiring policies regarding partners, employees and former partners and employees of the present and former external auditors of the Company;
    9. review with management and the external auditors the audit plan for the year-end financial statements and intended template for such statements; and
    10. review and pre-approve all audit and audit-related services and the fees and other compensation related thereto, and any non-audit services, provided by the Company's external auditors. The pre-approval requirement is waived with respect to the provision of non-audit services if:
      1. the aggregate amount of all such non-audit services provided to the Company constitutes not more than five percent of the total amount of revenues paid by the Company to its external auditors during the fiscal year in which the non-audit services are provided,
      2. such services were not recognized by the Company at the time of the engagement to be non-audit services, and
      3. such services are promptly brought to the attention of the Committee by the Company and approved prior to the completion of the audit by the Committee or by one or more members of the Committee who are members of the Board to whom authority to grant such approvals has been delegated by the Committee.
      Provided the pre-approval of the non-audit services is presented to the Committee's first scheduled meeting following such approval such authority may be delegated by the Committee to one or more independent members of the Committee.
  3. Financial Reporting Processes
    1. in consultation with the external auditors, review with management the integrity of the Company's financial reporting process, both internal and external;
    2. consider the external auditors' judgments about the quality and appropriateness of the Company's accounting principles as applied in its financial reporting;
    3. consider and approve, if appropriate, changes to the Company's auditing and accounting principles and practices as suggested by the external auditors and management;
    4. review significant judgments made by management in the preparation of the financial statements and the view of the external auditors as to appropriateness of such judgments;
    5. following completion of the annual audit, review separately with management and the external auditors any significant difficulties encountered during the course of the audit, including any restrictions on the scope of work or access to required information;
    6. review any significant disagreement among management and the external auditors in connection with the preparation of the financial statements;
    7. review with the external auditors and management the extent to which changes and improvements in financial or accounting practices have been implemented;
    8. review any complaints or concerns about any questionable accounting, internal accounting controls or auditing matters;
    9. review certification process;
    10. establish a procedure for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters; and
    11. establish a procedure for the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.
  4. Other
    1. review any related-party transactions;
    2. engage independent counsel and other advisors as it determines necessary to carry out its duties; and
    3. to set and pay compensation for any independent counsel and other advisors employed by the Committee.
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Compensation Committee Charter


The following Compensation Committee Charter (the "Charter") was adopted by the Compensation Committee (the "Committee") of the Board of Directors (the "Board") and the Board of Argentex Mining Corporation (the "Company").

I. Purpose of the Committee

The purpose of the Committee is to:
  1. Oversee the Company's compensation and benefit plans, policies and practices, including its executive compensation plans and incentive-compensation and equity-based plans.
  2. Produce an annual report on executive compensation for inclusion in the Company's annual report or proxy statement if required by applicable securities laws.
  3. Monitor and evaluate, at the Committee's sole discretion, matters relating to the compensation and benefits structure of the Company
  4. Take such other actions within the scope of this Charter as the Board of the Company may assign to the Committee from time to time or as the Committee deems necessary or appropriate.
The Committee will primarily fulfill these responsibilities by carrying out the activities enumerated in Section VII below of this Charter.

The basic responsibility of the directors of the Committee is to exercise their business judgment to act in what they reasonably believe to be in the best interests of the Company and its shareholders. In discharging that responsibility, the Committee should be entitled to rely on the honesty and integrity of the Company's senior executives and its outside advisors and auditors, to the extent it deems necessary or appropriate.

II. Composition

The Committee shall be composed of members of the Board, the number of which shall be fixed from time to time by resolution adopted by the Board. Each director of the Committee shall be determined by the Board to satisfy the independence requirements established by the rules and regulations of the U.S. and Canadian regulatory authorities and any stock exchange upon which the Company's shares trade from time-to-time.

III. Authority

The Committee shall have the authority to (i) retain (at the Company's expense) its own legal counsel and other advisors and experts that the Committee believes, in its sole discretion, are needed to carry out its duties and responsibilities, including, without limitation, the retention of a compensation consultant to assist the Committee in evaluating director and executive officer compensation; and (ii) conduct investigations that it believes, in its sole discretion, are necessary to carry out its responsibilities. In addition, the Committee shall have the authority to request any officer, director or employee of the Company, or any other persons whose advice and counsel are sought by the Committee, such as members of the Company's management or the Company's outside legal counsel and independent accountants, to meet with the Committee or any of its advisors and to respond to their inquiries.

The Committee may form subcommittees for any purpose that the Committee deems appropriate and may delegate to such subcommittees such power and authority as the Committee deems appropriate.

IV. Appointing Members

The members of the Committee shall be appointed or re-appointed by the Board on an annual basis. Each member of the Committee shall continue to be a member thereof until such member's successor is appointed, or unless such member shall resign or be removed by the Board. The Board may remove or replace any member of the Committee at any time. However, a member of the Committee shall automatically cease to be a member of the Committee upon either ceasing to be a director of the Board or ceasing to be "independent" as required in Section II above of this Charter. Vacancies on the Committee will be filled by the Board.

V. Chairperson

The Board, or in the event of its failure to do so, the directors of the Committee, must appoint a chairperson from the directors of the Committee (the "Chairperson"). If the Chairperson of the Committee is not present at any meeting of the Committee, an acting Chairperson for the meeting shall be chosen by majority vote of the Committee from among the directors present. In the case of a deadlock on any matter or vote, the Chairperson shall refer the matter to the Board. The Committee may appoint a secretary who need not be a director of the Board or Committee.

VI. Meetings

The time and place of meetings of the Committee and the procedure at such meetings shall be determined from time to time by the directors thereof provided that:
  1. A quorum for meetings shall be two directors, present in person or by telephone or other telecommunication device that permits all persons participating in the meeting to speak and hear each other. The Committee shall act on the affirmative vote of a majority of directors present at a meeting at which a quorum is present. The Committee may also act by unanimous written consent in lieu of meeting.
  2. The Committee shall meet as often as it deems necessary, but not less frequently than once each year.
  3. Notice of the time and place of every meeting shall be given in writing or facsimile communication to each director of the Committee at least 72 hours prior to the time of such meeting.
The Committee shall maintain written minutes of its meetings, which minutes will be filed with the minutes of the meetings of the Board. The Committee shall make regular reports of its meetings to the Board, directly or through its Chairperson, accompanied by any recommendations to the Board approved by the Committee.

VII. Specific Duties

In meeting its responsibilities, the Committee is expected to:
  1. Review and approve at least annually the corporate goals and objectives of the Company's executive compensation plans, incentive-compensation and equity based plans and other general compensation plans (the "Company Plans"), and amend, or recommend that the Board amend, these goals and objectives if the Committee deems it appropriate.
  2. Review at least annually the Company Plans in light of the Company's goals and objectives with respect to such plans, and, if the Committee deems it appropriate, adopt, or recommend to the Board the adoption of new, or the amendment of existing, Company Plans.
  3. Evaluate annually the performance of the chief executive officer of the Company, the other executive officers of the Company and the chairman of the Board (collectively, the "Company Executives") in light of the goals and objectives of the Company Plans, and based on this evaluation, set his or her total compensation, including, but not limited to (a) the annual base salary level, (b) the annual incentive opportunity level, (c) the long-term incentive opportunity level, (d) employment agreements, severance agreements, and change-in-control agreements and provisions, in each case as, when and if appropriate, and (e) any special or supplemental benefits, including, but not limited to, perquisites. In determining the long-term incentive component of each Company Executive's compensation, the Committee shall consider all relevant factors, including the Company's performance and relative shareholder return, the value of similar incentive awards to persons with comparable positions at comparable companies, and the awards given to each Company Executive in past years.
  4. Review at least annually and make recommendations to the Board with respect to the compensation of all directors of the Company, taking into consideration compensation paid to directors of comparable companies and the specific duties of each director.
  5. Monitor and assess the Company's compliance with the requirements established by the rules and regulations of the U.S. and Canadian regulatory authorities and any stock exchange upon which the Company's shares trade from time-to-time and regulations relating to compensation arrangements for directors and executive officers including the Sarbanes-Oxley Act of 2002, if applicable,
  6. Issue an annual report on executive compensation for inclusion in the Company's annual report or proxy statement, if required by applicable securities laws.
  7. Review all equity compensation plans that are not subject to shareholder approval under the rules of any stock exchange on which the Company's securities are listed for trading and to approve such plans in its discretion.
  8. Oversee the compensation and benefits structure applicable to the Company's officers and directors, including, but not limited to, incentive compensation and equity-based compensation, provided that, at the Committee's sole discretion, it may submit such matters as it determines to be appropriate to the Board for the Board's approval or ratification.
  9. In its sole discretion, retain, amend the engagement with, and terminate any compensation consultant used to assist the Committee in evaluating any officer or director compensation. The Committee shall also have the sole authority to approve the fees and other retention terms of the consultants and to cause the Company to pay such fees and expenses of such consultants. The Committee shall also have the authority, in its sole discretion, to obtain advice and assistance from internal or external legal, accounting or other advisors, to approve the fees and expenses of such outside advisors, and to cause the Company to pay such fees and expenses of such outside advisors.
  10. Review and evaluate at least annually its own performance with respect to its compensation functions, and to submit itself to the review and evaluation of the Board.
  11. Review and reassess the adequacy of this Charter at least annually and recommend any proposed changes to the Board for approval.
  12. Perform such other functions consistent with this Charter, the Company's bylaws and governing law, as the Committee or the Board deems necessary or appropriate.
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Nominating Committee Charter


The following Nominating Committee Charter (the "Charter") was adopted by the Nominating Committee (the "Committee") of the Board of Directors (the "Board") and the Board of Argentex Mining Company (the "Company").

I. Purpose of the Committee

The purpose of the Committee is to:
  1. Identify individuals qualified to become directors on the Board of the Company or any of its committees, consistent with criteria approved by the Board, and to select, or to recommend that the Board select, such director nominees, whether at the next annual meeting of the shareholders or otherwise.
  2. Periodically evaluate the qualifications and independence of each director on the Board or its various committees and recommend to the Board, as the Committee may deem appropriate, any recommended changes in the composition of the Board or any of its committees.
  3. Develop and recommend to the Board corporate governance principles applicable to the Company.
  4. Annually assess the performance of the Board.
  5. Take such other actions within the scope of this Charter as the Board may assign to the Committee from time to time or as the Committee deems necessary or appropriate.
The Committee will primarily fulfill these responsibilities by carrying out the activities enumerated in Section VII below of this Charter.

The basic responsibility of the directors of the Committee is to exercise their business judgment to act in what they reasonably believe to be in the best interests of the Company and its shareholders. In discharging that responsibility, the Committee should be entitled to rely on the honesty and integrity of the Company's senior executives and its outside advisors and auditors, to the extent it deems necessary or appropriate.

II. Composition

The Committee shall be composed of members of our Board, the number of which shall be fixed from time to time by resolution adopted by the Board. Each director of the Committee shall be determined by the Board to satisfy the independence requirements established by the rules and regulations of the U.S. and Canadian regulatory authorities and any stock exchange upon which the Company's shares trade from time-to-time.

III. Authority

The Committee shall have the authority to (i) retain (at the Company's expense) its own legal counsel and other advisors and experts that the Committee believes, in its sole discretion, are needed to carry out its duties and responsibilities, including, without limitation, the retention of a search firm to assist the Committee in identifying, screening and attracting director nominees; and (ii) conduct investigations that it believes, in its sole discretion, are necessary to carry out its responsibilities. In addition, the Committee shall have the authority to request any officer, director or employee of the Company, or any other persons whose advice and counsel are sought by the Committee, such as members of the Company's management or the Company's outside legal counsel and independent accountants, to meet with the Committee or any of its advisors and to respond to their inquiries.

The Committee may form subcommittees for any purpose that the Committee deems appropriate and may delegate to such subcommittees such power and authority as the Committee deems appropriate.

IV. Appointing Members

The members of the Committee shall be appointed or re-appointed by the Board on an annual basis. Each member of the Committee shall continue to be a member thereof until such member's successor is appointed, or unless such member shall resign or be removed by the Board. The Board may remove or replace any member of the Committee at any time. However, a member of the Committee shall automatically cease to be a member of the Committee upon either ceasing to be a director of the Board or ceasing to be "independent" as required in Section II above of this Charter. Vacancies on the Committee will be filled by the Board.

V. Chairperson

The Board, or in the event of its failure to do so, the directors of the Committee, must appoint a chairperson from the directors of the Committee (the "Chairperson"). If the Chairperson of the Committee is not present at any meeting of the Committee, an acting Chairperson for the meeting shall be chosen by majority vote of the Committee from among the directors present. In the case of a deadlock on any matter or vote, the Chairperson shall refer the matter to the Board. The Committee may appoint a secretary who need not be a director of the Board or Committee.

VI. Meetings

The time and place of meetings of the Committee and the procedure at such meetings shall be determined from time to time by the directors thereof provided that:
  1. A quorum for meetings shall be two directors, present in person or by telephone or other telecommunication device that permits all persons participating in the meeting to speak and hear each other. The Committee shall act on the affirmative vote of a majority of directors present at a meeting at which a quorum is present. The Committee may also act by unanimous written consent in lieu of meeting.
  2. The Committee shall meet as often as it deems necessary, but not less frequently than once each year.
  3. Notice of the time and place of every meeting shall be given in writing or facsimile communication to each director of the Committee at least 72 hours prior to the time of such meeting.
The Committee shall maintain written minutes of its meetings, which minutes will be filed with the minutes of the meetings of the Board. The Committee shall make regular reports of its meetings to the Board, directly or through its Chairperson, accompanied by any recommendations to the Board approved by the Committee.

VII. Specific Duties
In meeting its responsibilities, the Committee is expected to:
  1. Review the suitability of each Board director for continuing service when his or her term expires or when he or she has a significant change in status.
  2. As needed, seek and evaluate qualified individuals to become new directors and serve on the Board. Review and develop the Board's criteria for selecting such new directors, including standards for director independence. Select or recommend that the Board select such director nominees for the annual meeting of the shareholders of the Company. Consider any nominations for Board directors validly made by the shareholders of the Company.
  3. Evaluate the size and composition of the Board, develop criteria for Board directorship, and evaluate the independence of existing and prospective directors.
  4. Review from time to time the structure of the Board's various committees and review and make recommendations to the Board concerning qualifications, appointment and removal of directors from such committees.
  5. Develop and recommend to the Board a set of corporate governance guidelines applicable to the Company.
  6. Monitor and assess the Company's compliance with the corporate governance requirements established by applicable corporate governance rules, laws and regulations.
  7. Take such steps as the Committee deems necessary or appropriate with respect to the oversight and review of the Company's process for providing information to the Board, assessing the channels through which information is received, and the quality and timeliness of the information received.
  8. Develop procedures for and conduct the annual review of the performance of the Board, and report annually to the Board with an assessment of the Board's performance, to be discussed with the full Board following the end of each fiscal year.
  9. Establish the standards for and annually review and evaluate each Board committee's annual self-performance evaluation and provide a report on such evaluations to the Board.
  10. Oversee the Board's evaluation of senior management.
  11. Make recommendations and report to the Board and other Board committees with respect to nominating and corporate governance policies of the Company or any of the foregoing matters.
  12. Take such steps as the Committee deems necessary or appropriate with respect to orienting new directors and continuing education for existing directors.
  13. In its sole discretion, retain, amend the engagement with, and terminate any search firm used to assist the Committee in identifying, screening and attracting director nominees. The Committee shall also have the sole authority to approve the fees and other retention terms of the search firms and to cause the Company to pay such fees and expenses of such search firms. The Committee shall also have the authority, in its sole discretion, to obtain advice and assistance from internal or external legal, accounting or other advisors, to approve the fees and expenses of such outside advisors, and to cause the Company to pay such fees and expenses of such outside advisors.
  14. Review and evaluate at least annually its own performance with respect to its nominating and governance functions, and to submit itself to the review and evaluation of the Board.
  15. Review and assess the adequacy of this Charter at least annually and recommend any proposed changes to the Board for approval.
  16. Perform such other functions consistent with this Charter, the Company's bylaws and governing law, as the Committee or the Board deems necessary or appropriate.
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Disclosure Policy


The following Corporate Disclosure Policy (the "Policy") was adopted by the Disclosure Committee of the Board of Directors (the "Board") and the Board of Argentex Mining Corporation (the "Company").

I. Objective

The objective of the policy is to ensure that public disclosure of Company information is conducted in compliance with all applicable securities laws, regulations, rules, policies and guidelines. The objective is also to ensure that the Company's public disclosure is carried out in a manner that reflects well on the Company.

II. Applicability

This Policy applies to all directors, officers and employees and applicable contractors of the Company ("Company Associates").

III. Definitions

The following additional definitions are applicable to this Policy:

"Corporate Group" means the Company and each of its directly and indirectly controlled subsidiary companies, corporations, partnerships (limited or otherwise), LLCs and other similar organized legal entities.

"Material Information" means a Material Fact or Material Change. Please refer to the attached schedule for additional guidelines on what information may be considered Material Information.

"Material Change" means a change in the business, operations, assets or ownership of the Company that would reasonably be expected to have a significant effect on the market price or value of any of the securities of the Company and includes a decision to implement that change made by:
  • senior management of the Company who believe that confirmation of the decision by the directors is probable; or
  • the directors of the Company.
"Material Fact" means a fact that significantly affects, or could reasonably be expected to significantly affect, the market price or value of the Company's securities.

"PR Person" means a party communicating with the public on behalf of the Company and includes, without limitation, the following:
  • the Chief Executive Officer of the Company;
  • the President of the Company;
  • the Chief Financial Officer of the Company; and
  • any other party associated with the Company that may be, from time to time, designated by management as a PR Person to whom this Policy should apply.
IV. Who Can Communicate with the Investing Public?

The only people entitled to:
  • make public statements intended for investors or other members of the public about the business and affairs of any member of the Corporate Group;
  • answer inquiries from investors or other members of the public on behalf of, or about, the business and affairs of any member of the Corporate Group; or
  • undertake any other kind of investor relations activity of any kind whatsoever on behalf of, or about, the business and affairs of any member of the Corporate Group;
are the PR Persons of the Company.

If the PR Persons of the Company are unavailable for any period of time, they shall ensure that alternate persons are available to respond to public inquiries.

V. Company Information to be kept Confidential by Non-PR Persons

All Company Associates that are not PR Persons may not respond to any investor relations inquiries or making any kind of public statements to investors or other members of the public. However, to the extent necessary to conduct the business of the Company, information may be disclosed to a third party, but only to the extent necessary and with as much obligation of confidentiality imposed on the third party as is possible in the circumstances.

It will be the responsibility of the CEO to ensure that all new Company Associates are made aware of the foregoing restriction.

In order to further protect the confidential information of the Company, the following practices should be observed:
  • the number of people with access to confidential information should be limited to a need to know basis;
  • sensitive confidential documents should be locked up and code names used if necessary;
  • measures should be taken to ensure that confidential documents cannot be accessed through technology such as shared servers;
  • confidential information should not be discussed where it can be overheard by individuals without the need to know or by members of the public; and
  • selective disclosure to third parties should be avoided at all times, except as is necessary to conduct the business of the Company.
VI. Communications with the Public by PR Persons

No PR Person will be entitled to disclose to any investor or member of the public any Material Information regarding the business and affairs of the Corporate Group unless such Material Information has first been publicly disclosed or unless such Material Information is disclosed to a third party in the necessary and ordinary course of business of the Company.

VII. Public Disclosure Record

The CEO, or such other person designated by the Board, will maintain an electronic or hard copy binder (for each calendar year) of all publicly disclosed or filed (with a stock exchange or securities regulatory authority) documents that form the public disclosure record for the Company. The information being disclosed by PR Persons through investor relations activities will be limited to the information contained in those materials, unless the information being disclosed is not material in which case it can go beyond what is contained in those materials, provided always that the information is true and accurate.

These binders will include, among other things, such thing as news releases, financial statements, letters to shareholders, etc. Alternatively, the binder can refer the reader to SEDAR and only contain such documents that form the public disclosure record that are not available on SEDAR, if any.

VIII. Filing and Public Disclosure of News Releases and Material Change Reports

The CEO, or such other person designated by the Board, will be responsible for issuing, disseminating and filing with the public, applicable stock exchange(s) and securities regulatory authorities, all of the Company's news releases and material change reports as required.

IX. Audit Committee Review

All financial information, including financial information extracted from quarterly or annual financial statements, may not be publicly disclosed until that information has been reviewed by the Company's audit committee.

X. Public Warnings

The CEO, or such other person designated by the Board, will be responsible to ensure that appropriate public warnings are contained in all of the Company's public disclosure, including in the Company's press releases and on the Company's website.

XI. Agreement to Comply

The Company may include a cross-reference to this Policy or the Company's policies generally in its employment and independent contractor agreements whereby the Company Associate will be asked to acknowledge and abide by this Policy or the Company's policies generally. Company Associates to whom this policy is applicable may further be asked to sign the Acknowledgment attached hereto and by executing the Acknowledgement, such Company Associates agree that this serves as an amendment to any employment agreement or independent contractor agreement that they have signed with any member of the Corporate Group. A copy of this Policy will be provided to each Company Associate signing the attached Acknowledgment or who has agreed in its employment or independent contractor agreement to abide by this Policy or the Company's policies generally.

XII. General

Nothing in this Policy in any way detracts from or limits any other obligations that Company Associates have in law or pursuant to a management, employment, consulting or other similar agreement with any member of the Corporate Group. This Policy is not necessarily exhaustive of these obligations and that it is the responsibility of each Company Associate to keep informed of and comply with all of its legal and contractual obligations.

XIII. Confidentiality

A copy of each Company Associate's Acknowledgement will be kept confidentially in the Company's files. The Policy will be kept confidential by the Company and the Company Associate.

XIV. Consequences of Failure to Comply

Failure to comply with this Policy may be grounds for termination or other disciplinary action.

MATERIAL INFORMATION

The following is a non-exhaustive list of what information may be considered "Material Information":
  • any issuance of securities by way of statutory exemption or prospectus;
  • any changes in the beneficial ownership of the Company's securities that affects or is likely to affect the control of the Company;
  • any change of name, capital reorganization, merger or amalgamation;
  • a take-over bid, issuer bid or insider bid;
  • any significant acquisition or disposition of assets, property or joint venture interests;
  • any stock split, share consolidation, stock dividend, exchange, redemption or other change in capital structure;
  • the borrowing or lending of a significant amount of funds or any mortgaging, hypothecating or encumbering in any way of any of the Company's assets;
  • any acquisition or disposition of the Company's own securities;
  • the development of a new product or any development which affects the Corporate Group's technology, products or markets;
  • significant discoveries, if the Company is involved in a natural resources industry;
  • the entering into or loss of a significant contract;
  • firm evidence of a significant increase or decrease in near-term earnings prospects;
  • a significant change in capital investment plans or corporate objectives;
  • a significant change in management of any member of the Corporate Group;
  • significant litigation;
  • a significant labour dispute or a dispute with a major contractor or supplier;
  • a material change in the business, operations or assets of the Corporate Group;
  • an event of default under a financing or other agreement;
  • a declaration or omission of dividends (either securities or cash); and
  • any oral or written agreement to enter into any management contract, investor relations agreement, service agreement not in the normal course of business, or related party transaction.
ACKNOWLEDGMENT

TO: ARGENTEX MINING CORPORATION (the "Company")

FROM: The undersigned signatory (the "Company Associate")

RE: CORPORATE DISCLOSURE POLICY

The undersigned Company Associate hereby acknowledges to and agrees with the Company that:
  • he, she or it has been advised that the Company is a public company and, as such, the Company wishes to ensure that there is no disclosure of Company information that is not in compliance with all applicable securities and stock exchange laws, rules and regulations;
  • the Company has implemented a Corporate Disclosure Policy to address the matter referred to in paragraph 1 above and the Company requires that all directors, officers and employees be apprised of its Corporate Disclosure Policy and agree to abide by it;
  • the Company Associate has been given a copy of the Company's Corporate Disclosure Policy and has read it, understood it and agrees to abide by it; and
  • if the Company Associate is party to an employment agreement or independent contractor agreement with the Company or any of its wholly-owned or controlled subsidiary companies, corporations, partnerships (limited or otherwise), LLCs or other similar legal entities, then the Company Associate acknowledges and agrees that such agreement is hereby amended by the Corporate Disclosure Policy.
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Code of Ethics and Business Conduct for Officers, Directors and Employees of Argentex Mining Corporation


1. TREAT IN AN ETHICAL MANNER THOSE TO WHOM WE HAVE AN OBLIGATION

We are committed to honesty, just management, fairness, providing a safe and healthy environment free from the fear of retribution, and respecting the dignity due everyone. For the communities in which we live and work we are committed to observe sound environmental business practices and to act as concerned and responsible neighbors, reflecting all aspects of good citizenship. For our shareholders we are committed to pursuing sound growth and earnings objectives and to exercising prudence in the use of our assets and resources. For our suppliers and partners we are committed to fair competition and the sense of responsibility required of a good customer and teammate.


2. PROMOTE A POSITIVE WORK ENVIRONMENT

All employees want and deserve a workplace where they feel respected, satisfied, and appreciated. We respect cultural diversity and will not tolerate harassment or discrimination of any kind -- especially involving race, color, religion, gender, age, national origin, disability, and veteran or marital status. Providing an environment that supports honesty, integrity, respect, trust, responsibility, and citizenship permits us the opportunity to achieve excellence in our workplace. While everyone who works for the Company must contribute to the creation and maintenance of such an environment, our executives and management personnel assume special responsibility for fostering a work environment that is free from the fear of retribution and will bring out the best in all of us. Supervisors must be careful in words and conduct to avoid placing, or seeming to place, pressure on subordinates that could cause them to deviate from acceptable ethical behavior.


3. PROTECT YOURSELF, YOUR FELLOW EMPLOYEES, AND THE WORLD WE LIVE IN

We are committed to providing a drug-free, safe and healthy work environment, and to observing environmentally sound business practices. We will strive, at a minimum, to do no harm and where possible, to make the communities in which we work a better place to live. Each of us is responsible for compliance with environmental, health and safety laws and regulations.


4. KEEP ACCURATE AND COMPLETE RECORDS

We must maintain accurate and complete Company records. Transactions between the Company and outside individuals and organizations must be promptly and accurately entered in our books in accordance with generally accepted accounting practices and principles. No one should rationalize or even consider misrepresenting facts or falsifying records. It will not be tolerated and will result in disciplinary action.


5. OBEY THE LAW

We will conduct our business in accordance with all applicable laws and regulations. Compliance with the law does not comprise our entire ethical responsibility. Rather, it is a minimum, absolutely essential condition for performance of our duties. In conducting business, we shall:
  1. STRICTLY ADHERE TO ALL ANTITRUST LAWS
    Officer, directors and employees must strictly adhere to all antitrust laws. Such laws exist in the United States and in many other countries where the Company may conduct business. These laws prohibit practices in restraint of trade such as price fixing and boycotting suppliers or customers. They also bar pricing intended to run a competitor out of business; disparaging, misrepresenting, or harassing a competitor; stealing trade secrets; bribery; and kickbacks.

  2. STRICTLY COMPLY WITH ALL SECURITIES LAWS
    In our role as a publicly owned company, we must always be alert to and comply with the security laws and regulations of the United States and other countries.

  3. DO NOT ENGAGE IN SPECULATIVE OR INSIDER TRADING
    Federal law and Company policy prohibits officers, directors and employees, directly or indirectly through their families or others, from purchasing or selling company stock while in the possession of material, non-public information concerning the Company. This same prohibition applies to trading in the stock of other publicly held companies on the basis of material, non-public information. To avoid even the appearance of impropriety, Company policy also prohibits officers, directors and employees from trading options on the open market in Company stock under any circumstances.

    Material, non-public information is any information that could reasonably be expected to affect the price of a stock. If an officer, director or employee is considering buying or selling a stock because of inside information they possess, they should assume that such information is material. It is also important for the officer, director or employee to keep in mind that if any trade they make becomes the subject of an investigation by the government, the trade will be viewed after-the-fact with the benefit of hindsight.

    Consequently, officers, directors and employees should always carefully consider how their trades would look from this perspective.

    Two simple rules can help protect you in this area: (1) Don't use non-public information for personal gain. (2) Don't pass along such information to someone else who has no need to know.

    This guidance also applies to the securities of other companies for which you receive information in the course of your employment.

  4. BE TIMELY AND ACCURATE IN ALL PUBLIC REPORTS
    As a public company, WE must be fair and accurate in all reports filed with the United States Securities and Exchange Commission. Officers, directors and management of we are responsible for ensuring that all reports are filed in a timely manner and that they fairly present the financial condition and operating results of the Company.

    Securities laws are vigorously enforced. Violations may result in severe penalties including forced sales of parts of the business and significant fines against the Company. There may also be sanctions against individual employees including substantial fines and prison sentences.

    The Chief Executive Officer and Chief Financial Officer will certify to the accuracy of reports filed with the SEC in accordance with the Sarbanes-Oxley Act of 2002. Officers and Directors who knowingly or willingly make false certifications may be subject to criminal penalties or sanctions including fines and imprisonment.


6. AVOID CONFLICTS OF INTEREST

Our officers, directors and employees have an obligation to give their complete loyalty to the best interests of the Company. They should avoid any action that may involve, or may appear to involve, a conflict of interest with the company. Officers, directors and employees should not have any financial or other business relationships with suppliers, customers or competitors that might impair, or even appear to impair, the independence of any judgment they may need to make on behalf of the Company.

HERE ARE SOME WAYS A CONFLICT OF INTEREST COULD ARISE:
  • Employment by a competitor, or potential competitor, regardless of the nature of the employment, while employed by us.
  • Acceptance of gifts, payment, or services from those seeking to do business with us.
  • Placement of business with a firm owned or controlled by an officer, director or employee or his/her family.
  • Ownership of, or substantial interest in, a company that is a competitor, client or supplier.
  • Acting as a consultant to one of our customers, clients or suppliers.
  • Seeking the services or advice of an accountant or attorney who has provided services to us.
Officers, directors and employees are under a continuing obligation to disclose any situation that presents the possibility of a conflict or disparity of interest between the officer, director or employee and the Company. Disclosure of any potential conflict is the key to remaining in full compliance with this policy.


7. COMPETE ETHICALLY AND FAIRLY FOR BUSINESS OPPORTUNITIES

We must comply with the laws and regulations that pertain to the acquisition of goods and services. We will compete fairly and ethically for all business opportunities. In circumstances where there is reason to believe that the release or receipt of non-public information is unauthorized, do not attempt to obtain and do not accept such information from any source.

If you are involved in Company transactions, you must be certain that all statements, communications, and representations are accurate and truthful.


8. AVOID ILLEGAL AND QUESTIONABLE GIFTS OR FAVORS

The sale and marketing of our products and services should always be free from even the perception that favorable treatment was sought, received, or given in exchange for the furnishing or receipt of business courtesies. Our officers, directors and employees will neither give nor accept business courtesies that constitute, or could be reasonably perceived as constituting, unfair business inducements or that would violate law, regulation or policies of the Company, or could cause embarrassment to or reflect negatively on the Company's reputation.


9. MAINTAIN THE INTEGRITY OF CONSULTANTS, AGENTS, AND REPRESENTATIVES

Business integrity is a key standard for the selection and retention of those who represent us. Agents, representatives and consultants must certify their willingness to comply with the Company's policies and procedures and must never be retained to circumvent our values and principles. Paying bribes or kickbacks, engaging in industrial espionage, obtaining the proprietary data of a third party without authority, or gaining inside information or influence are just a few examples of what could give us an unfair competitive advantage and could result in violations of law.


10. PROTECT PROPRIETARY INFORMATION

Proprietary Company information may not be disclosed to anyone without proper authorization. Keep proprietary documents protected and secure. In the course of normal business activities, suppliers, customers and competitors may sometimes divulge to you information that is proprietary to their business. Respect these confidences.


11. OBTAIN AND USE COMPANY ASSETS WISELY

Personal use of Company property must always be in accordance with corporate policy. Proper use of Company property, information resources, material, facilities and equipment is your responsibility. Use and maintain these assets with the utmost care and respect, guarding against waste and abuse, and never borrow or remove Company property without management's permission.


12. FOLLOW THE LAW AND USE COMMON SENSE IN POLITICAL CONTRIBUTIONS AND ACTIVITIES

We encourage our employees to become involved in civic affairs and to participate in the political process. Employees must understand, however, that their involvement and participation must be on an individual basis, on their own time and at their own expense. In the United States, federal law prohibits corporations from donating corporate funds, goods, or services, directly or indirectly, to candidates for federal offices -- this includes employees' work time. Local and state laws also govern political contributions and activities as they apply to their respective jurisdictions.


13. BOARD COMMITTEES.

The Company shall establish an Audit Committee empowered to enforce this Code of Ethics. The Audit Committee will report to the Board of Directors at least once each year regarding the general effectiveness of the Company's Code of Ethics, the Company's controls and reporting procedures and the Company's business conduct.


14. DISCIPLINARY MEASURES.

The Company shall consistently enforce its Code of Ethics and Business Conduct through appropriate means of discipline. Violations of the Code shall be promptly reported to the Audit Committee. Pursuant to procedures adopted by it, the Audit Committee shall determine whether violations of the Code have occurred and, if so, shall determine the disciplinary measures to be taken against any employee or agent of the Company who has so violated the Code.

The disciplinary measures, which may be invoked at the discretion of the Audit Committee, include, but are not limited to, counseling, oral or written reprimands, warnings, probation or suspension without pay, demotions, reductions in salary, termination of employment and restitution.

Persons subject to disciplinary measures shall include, in addition to the violator, others involved in the wrongdoing such as (i) persons who fail to use reasonable care to detect a violation, (ii) persons who if requested to divulge information withhold material information regarding a violation, and (iii) supervisors who approve or condone the violations or attempt to retaliate against employees or agents for reporting violations or violators.
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Corporate Governance Policy


OBJECTIVE AND SCOPE

The objective of this corporate governance policy is to set out a governance policy that the Company's board of directors and senior management should adopt and follow. Set forth below are guidelines for the Company's approach to governance including the constitution and independence of the board of directors, the functions to be performed by the board and its committees, and the effectiveness of the administration of board members.

MANDATE OF THE BOARD OF DIRECTORS

The board of directors of the Company has overall responsibility for the stewardship of the Company, including responsibility for:
  1. Adoption of a strategic planning process and approval and review, on at least an annual basis, of a strategic plan which takes into account, among other things, the opportunities and risks of the Company's business;
  2. identification of the principal risks of the Company's business and ensuring the implementation of appropriate systems to manage these risks;
  3. succession planning, including appointing, training and monitoring senior management in general and the CEO in particular;
  4. communication policies for the Company, which policies should (i) address how the Company interacts with analysts, investors, other key stakeholders and the public; (ii) contain measures for the Company to comply with its continuous and timely disclosure obligations and to avoid selective disclosure; and (iii) be reviewed at least annually;
  5. the integrity of the Company's internal control and management information systems;
  6. developing the Company's approach to corporate governance issues; and
  7. assessing the effectiveness of the Board, the recruitment of new directors and the provision of orientation and education programs for new directors.

Strategic Planning

Senior management of the Company must develop long-term strategies with respect to the Company's operations to be adopted by the board of directors. The strategies are to be reviewed and updated not less than annually and otherwise as reasonably required. Included in the development of these long-term strategies will be annual strategic, operating and capital plans. The strategic plan is to take into account, among other things, the opportunities and risks of the Company's business.

Identification and Management of Risks

The board of directors has the responsibility to identify the principal risks of the Company's business and must, with management, establish systems and procedures to ensure that these risks are monitored. These systems and procedures must include the effective management of the Company's assets and financial resources, and must ensure compliance with all regulatory obligations.

Supervision and Succession of Management

The board of directors is responsible for the supervision of senior management to ensure that the operations of the Company are conducted in accordance with objectives set by the board. The board must approve all appointments of senior management and, as part of the Company's planning process, review and discuss succession planning for senior management positions.

Corporate Disclosure Policy

The Corporate Disclosure Policy of the Company is attached as Appendix A. Following it will ensure that all material issues relating to the Company are communicated to shareholders and other stakeholders adequately. It includes provisions regarding the release of annual and quarterly reports and press releases.

In addition to annual general meetings, meetings will be held from time to time in each year between management and various investors, investment analysts, credit rating agencies and financial institutions. Selective disclosure to investors and investment analysts is generally not permitted and the Corporate Disclosure Policy contains measures to ensure this does not occur.

The Corporate Disclosure Policy must be reviewed annually by the board.

Internal Control

The board of directors, through the Audit Committee, is responsible for the integrity of the internal control and management information systems of the Company. The duties of the Audit Committee are discussed below.

Securities Trading Policy

The Securities Trading Policy of the Company is attached as Appendix B. It sets out Blackout Periods during which trading in securities of the Company is prohibited.

Outside Advisors

An individual director may engage an outside advisor at the expense of the Company in appropriate circumstances and subject to approval of the Board of Directors.

Independence of the Board

In order to ensure that the board of directors can function independently of management, it must:
  1. appoint a chair of the board who is not a member of management who will have responsibility to ensure the board discharges its responsibilities; or
  2. assign this responsibility to an outside director known as the lead director.
The chair or lead director should ensure that the board:
  1. understands the boundaries between the board and management responsibilities;
  2. addresses its responsibilities under this Corporate Governance Policy; and
  3. meets on a regular basis without management present.

COMPOSITION AND SIZE OF THE BOARD OF DIRECTORS

The board of directors of the Company must
  1. examine the size of the board with a view to determining the impact of the number of directors upon the effectiveness of the board;
  2. determine the status of each director as a related or unrelated director , based on each director's relationship with the Company; and
  3. take steps to ensure that at least two of the directors and, to the extent practicable, a majority of the directors, qualify as unrelated directors and that a number of directors are appointed who do not have interests in or relationships with either the Company or a significant shareholder and which fairly reflects the investment in the Company by shareholders other than a significant shareholder.
The board must disclose annually whether or not the board has a majority of unrelated directors or whether the board is constituted with the appropriate number of directors who are not related to the Company or a significant shareholder. It must also disclose annually the analysis of the application of the principles it used in supporting its conclusion. COMMITTEES OF THE BOARD OF DIRECTORS The board of directors of the Company appoints the three standing committees of the board described below, and it may appoint other committees as needed. The Corporation's corporate governance practices should require that committees of the board of directors generally be composed of both a majority of outside directors3 and a majority of unrelated directors.

Audit Committee

The Audit Committee must be comprised entirely of unrelated directors who are financially literate4, and at least one member must have accounting or related financial expertise5.

The Audit Committee is responsible for:
  1. reviewing the Company's annual financial statements and making recommendations as to approval of such statements by the board of directors;
  2. approving the quarterly financial statements of the Company before publication;
  3. establishing the independence of the external auditor; and
  4. overseeing management reporting on internal control (while it is management's responsibility to design and implement an effective system of internal control, it is the responsibility of the Audit Committee to ensure that management has done so).
The Audit Committee Charter is attached as Appendix C.

Nominating Committee

The responsibilities of the Nominating Committee are as follows:
  1. Identify individuals qualified to become directors on the Board of the Company or any of its committees, consistent with criteria approved by the Board, and to select, or to recommend that the Board select, such director nominees, whether at the next annual meeting of the shareholders or otherwise.
  2. Periodically evaluate the qualifications and independence of each director on the Board or its various committees and recommend to the Board, as the Committee may deem appropriate, any recommended changes in the composition of the Board or any of its committees.
  3. Develop and recommend to the Board corporate governance principles applicable to the Company.
  4. Annually assess the performance of the Board.
  5. Take such other actions within the scope of the Nominating Committee's charter as the Board may assign to the Committee from time to time or as the Committee deems necessary or appropriate.

Compensation Committee

The responsibilities of the Compensation Committee are to review the adequacy and form of compensation of senior management, directors and members of the committees of the board, and to supervise the administration of the Company's employee stock option plans.

NEW DIRECTORS AND ASSESSMENT OF BOARD EFFECTIVENESS

The Nominating Committee of the board is responsible for the recruitment and evaluation of nominees to the board of directors, including management nominees. The Nominating Committee must determine, in light of the opportunities and risks facing the Company, what competencies, skills and personal qualities should be sought in new board members in order to add value to the Company. The results of such a discussion will provide a framework for the Nominating Committee in identifying and proposing new nominees.

The Nominating Committee is responsible for ensuring that the prospective candidates for new directors understand the role of the board, the role of the committees of the board and the contribution individual directors are expected to make including, in particular, the commitment of time and energy that the Company expects of its directors.

The Nominating Committee is also responsible for annually assessing the effectiveness of the board, committees and contributions of individual directors. The board must approve the process to be carried out for such assessments.

The adequacy and form of remuneration of the directors is reviewed annually by the board, in consultation with the Compensation Committee, to ensure that it reflects the responsibilities and risks involved in being a director.

DECISIONS REQUIRING PRIOR APPROVAL BY THE BOARD OF DIRECTORS

To the extent permitted under governing law, the board may delegate to senior management or to a committee of the board its responsibilities, but it must maintain policies with respect to matters that cannot be delegated and that require prior approval of the board of directors. These policies, and the understanding between management and the board through previous board practice and accepted legal practice, will require that the Company's annual strategic, operating and capital plans, significant capital expenditures, the granting of stock options, the hiring of senior officers who report directly to the Chief Executive Officer, compensation payable to senior officers and all transactions or other matters of a material nature must be presented by management for approval by the board.

SHAREHOLDER FEEDBACK AND CONCERNS

In addition to the information provided to shareholders in connection with the annual general meeting of shareholders and the continuous disclosure requirements of securities regulatory authorities, the Company must maintain a policy of ongoing communication with investors and representatives of the investment community. Inquiries by shareholders should be directed to and dealt with by the Chief Executive Officer.

EXPECTATIONS OF MANAGEMENT

The board of directors must determine its expectations of senior management and ensure that senior management understands these expectations. The board must approve the corporate objectives which the Chief Executive Officer is responsible for meeting and assess the Chief Executive Officer against these objectives.

As part of the ongoing process of monitoring the performance of management, the board must receive operational updates on each business unit of the Company at each board meeting. These updates will compare actual performance to the Company's annual forecast and include discussion of all significant variances from the forecast.

CERTIFICATION OF FINANCIAL STATEMENTS

The Chief Executive Officer and Chief Financial Officer of the Company shall certify the accuracy of the financial statements of the Company from time to time as required by applicable securities regulations.

Appendix A
Appendix B
Appendix C


1 An unrelated director is a director who is: (a) not a member of management and is free from any interest and any business, family or other relationship which could reasonably be perceived to materially interfere with the director's ability to act with a view to the best interests of the issuer, other than interests and relationships arising solely from holdings in the issuer, (b) not currently, or has not been within the last three years, an officer, employee of or material service provider to the issuer or any of its subsidiaries or affiliates; and (c) not a director (or similarly situated individual) officer, employee or significant shareholder of an entity that has a material business relationship with the issuer. The chair or a vice chair of the board of directors, if he or she is not a member of management, will not be considered to be a related director.

2 A significant shareholder is a shareholder (alone, or jointly or in concert with another shareholder) able to exercise a majority of the votes for the election of the board of directors.

3 An outside director is a director who is not an employee or officer of the Corporation.

4 Financial literacy means the ability to read and understand a balance sheet, an income statement and a cash flow statement.

5 Accounting or related financial expertise means the ability to analyze and interpret a full set of financial statements, including the notes attached thereto, in accordance with generally accepted accounting principles
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Remuneration Policy for Non-Executive Members of the Board of Directors


Overview

This remuneration policy for non-executive members of the Board of Directors (the "Board") of Argentex Mining Corporation (the "Company") is intended to reflect the interests of the shareholders and the Company by taking into consideration specific needs of the Company and skills of the individual non-executive directors on an 'as-needed' basis. The policy is intended to promote the Company's long-term goals and interest by providing additional incentives to the directors by recognizing the value of the assistance they provide to the Company from time-to time.

The Board's policy is to remunerate non-executive directors at rates roughly equivalent to market rates paid by comparable companies for comparable services. The intent is to enable the Company to pay non-executive directors who are called upon to perform extra services beyond their ordinary duties on an 'as-needed' fees for service basis.

The Board considers payments to the non-executive directors and reviews their remuneration annually, based on market practice, duties and accountability. Independent external advice will be sought when required. The Board may consider advice from external consultants as well as the fees paid to non-executive directors of comparable companies when undertaking the annual review process.

Forms of Remuneration/Expense Reimbursement

1. As-needed Remuneration for Board Service

Each non-executive director shall be entitled to a be paid a fee for services rendered at the request of the Company in an amount determined by the President of the Company, given the circumstances and on a case-by-case basis.

2. Board Meeting Attendance Fees

Each non-executive director is to be paid an annual retainer in the amount of CDN$5,000 (approximately US$5,000) at the beginning of each fiscal year, beginning with our fiscal year ended January 31, 2012.

3. Equity Awards

At the discretion of the Board, non-executive directors shall be entitled to stock options.

4. Expense Reimbursement

All directors shall be entitled to reimbursement from the Company for their reasonable travel (including airfare and ground transportation), lodging and meal expenses incident to meetings of the Board or committees thereof or in connection with other Board related business. The Company shall make reimbursement to a non-executive director within a reasonable amount of time following submission by the non-executive director of reasonable written substantiation for the expenses.

Disclosure of Remuneration

Total remuneration reported will include appropriate values for all elements of remuneration, incorporating fixed remuneration, performance-based remuneration and equity-based components of remuneration. Where possible, reported remuneration will relate to the year in which the remuneration is earned.

Other than disclosure included in annual reports, annual information forms or proxy circulars, remuneration information is confidential between the Company and the Director, other than when disclosure is required by law, and there is a mutual obligation and expectation to retain that confidentiality. Remuneration data may be used for valid internal benchmarking, review and analysis and may be disclosed pursuant to regulatory and compliance requirements, but is otherwise required to be dealt with sensitively and confidentially. Similarly, performance data are to be used only for performance management and related review processes.

Amendment of this Policy

This remuneration policy has been adopted by the Board and any amendment to this policy can only be approved by the Board.

The Board has the responsibility of reviewing this policy on a regular basis to ensure compliance with the law and corporate governance best practice.

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