The following information is being disclosed for the purpose of AIM Rules for Companies, Rule 26, and was last updated on January 14, 2013.
A description of our business can be found on our home page www.klgold.com.
Detailed information with respect to our business is contained under the heading “General Development Of The Corporation's Business” in our Annual Information Form for the year ended April 30, 2012 (“AIF”) - a copy is available here or at SEDAR www.sedar.com.
Our Board of Directors currently consists of seven directors, three of whom are independent directors. Brian E. Bayley, Dawn Whittaker, Pamela Klessig, and Trevor M. Gabriel are independent directors. D.Harry W. Dobson Executive Chairman and Brian Hinchcliffe President, John Thompson CFO and Mark Tessier COO are not considered independent, of the Corporation. Please see “Board of Directors” for detailed information.
Our Board of Directors has not adopted a written mandate or code setting out the requirements of applicable corporate and securities common and statue law which provide that the Board has responsibility of the stewardship of the Corporation. That stewardship includes responsibility for strategic planning, identification of the principal risks of our business and implementation of appropriate systems to manage these risks, succession planning (including appointing, training and monitoring senior management), communications with investors and the financial community and the integrity of our internal control and management information systems.
Strategic planning and risk identification by the board is assisted by and based on information and recommendations of our senior management on a variety of matters.
The Board monitors the Corporation's compliance with its timely disclosure obligations and reviews principal disclosure documents (such as prospectuses, offering memoranda, financial statements, Management's Discussion & Analysis, annual reports and annual information forms) and certain members of the Board review secondary disclosure documents (such as press releases) prior to their distribution. The Board relies on its Audit committee to annually review the systems of internal control and discuss such matters with the Company's external auditors.
For more information on Board of Directors click here.
Our management is responsible for preparing our financial statements and other financial information and for presenting the information contained in the financial statements fairly and in accordance with International Financial Reporting Standards (IFRS). Management is also responsible for establishing internal controls and procedures and for maintaining the appropriate accounting and financial reporting principles and policies designed to assure compliance with accounting standards and all applicable laws and regulations.
The auditor's responsibility is to audit our financial statements and provide its opinion, based on its audit conducted in accordance with generally accepted auditing standards, whether the financial statements present fairly, in all material respects, the financial position, results of operations and cash flows of the Corporation in accordance with IFRS.
The role of the Committee is principally one of oversight. Accordingly, the Committee shall:
The Committee will discharge the Board's responsibilities relating to compensation of our executive officers and Directors, executive compensation disclosure and oversight of the compensation structure and benefit plans and programs. Among other things, the Committee will establish and administer our policies, programs and procedures for compensating and incentivizing its executive officers.
Country of Incorporation and UK Shareholder Rights
Our corporate constitutional documents consist of Articles of Continuance and By-laws. We are governed by the Canada Business Corporations Act. The rights of shareholders of a Canadian company trading on AIM may be different from rights of shareholders in a UK incorporated company.
The Corporation's authorized share capital is an unlimited number of common shares. As at January 1, 2013, our issued and outstanding share capital was 70,150,912 common shares of which an aggregate of 80,652,243 shares or 11% were held by our directors and officers. This is the percentage of shares not in public hands.
To our knowledge, the following are our significant shareholders (>3% of our issued share capital):
|Name||No. of Shares||Percentage|
|Resolute Funds Ltd.||4,254,100||6.06%|
|Van Eck Associates Corporation||4 643 659||6.6%|
|OppenheimerFunds, Inc.||4 160 300||5.9%|
|Harry Dobson Insider||3 765 000||5.4%|
|Investec Asset Management Limited||3 469 303||4.9%|
|Horizons Investment Management||3 153 493||4.5%|
|JPMorgan Asset Management||2 552 748||3.6%|
|Columbia Wanger Asset Management||2 525 000||3.6%|
For more Share Information click here
Kirkland Lake Gold is listed on the TSX and on AIM under the ticker "KGI". The Company's shares trade on the SEAQ platform and are included in the AIMI segment on AIM.
Kirkland Lake's shares are freely transferable. Shares issued directly from treasury, however, may be subject to transfer restrictions imposed by applicable Canadian securities laws and Toronto Stock Exchange policies. If applicable, these restrictions make the shares non-transferable for a period of four months from issuance.
To see our AIM Block Admission Six Monthly Return, please click here
To read our Code of Ethics, click here
For our Audit Committee Charter, click here
For our Compensation Committee Charter, click here
For our Nominating & Governance Charter, click here
For our Constitutional Documents (Certificate and Articles of Continuance, amendments thereto and By-Laws), click here
For News Releases, please click here
Panmure Gordon (UK) Limited
One New Change, London, EC4M 9AF, United Kingdom
Stikeman Elliott LLP
5300 Commerce Court West, 199 Bay Street, Toronto, ON, Canada M5L 1B9
Bay Adelaide Centre, 333 Bay Street, Suite 4600, Toronto, ON M5H 2S5 Canada
Computershare Investor Services Inc.
Trust Company 510 Burrard Street, 2nd Floor Vancouver, B.C. V6C 3B9 Canada
For complete financial reports click here
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