Corporate
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Committee Charters
GARSON GOLD CORP.
Disclosure Committee Charter
Overview
The board of directors of Garson Gold Corp. (the "Company") has established a Disclosure Committee (the "Disclosure Committee or the Committee") in order to oversee the Company's disclosure practices and to provide a process for dealing with Material and Confidential Information of the Company and to promote an understanding of legal disclosure requirements among directors, officers and employees.
In accordance with recommendations set out in National Policy Statement 51-201, the Disclosure Committee will be responsible for:
- Developing and implementing the Company's disclosure policy
- Monitoring the effectiveness of and compliance with the Company's disclosure policy
- Educating the Company's directors, officers and employees about disclosure issues and its disclosure policy
- Reviewing and authorizing disclosure (including electronic, written and oral disclosure) in advance of its public release
- Monitoring the Company's website
Committee Members
The current members of the Disclosure Committee are:
- President/Chief Executive Officer;
- VP Corporate Communications;
- Chief Financial Officer;
- General Counsel;
- VP Exploration (QP); and
- Independent Director (QP);
or their designate.
The Board of Directors may from time to time change the composition of the Disclosure Committee and each member of the Disclosure Committee may from time to time appoint a designate.
Mandate of the Disclosure Committee
- To review, on an ongoing basis, the Company's continuous disclosure policy to ensure that it addresses its principle business risks, changes in operations or structure, and facilitates compliance with applicable legislative and regulatory reporting requirements.
- To develop a Disclosure Policy designed to provide reasonable assurance that:
- confidential information of the company is properly treated ; and
- information of a material nature is accumulated and communicated to senior management, including the President/CEO and CFO, to allow timely decisions on required disclosures.
- To review, prior to issuance or submission to the audit committee or board of directors:
- annual and interim filings, management information circulars, material change reports, annual information forms, and any other information filed with securities regulators;
- news releases containing financial information, earnings guidance, information about material acquisitions or dispositions, or other information material to investors; and
- presentations and reports containing financial information broadly disseminated to analysts, creditors and investors, including financial information displayed on the Company's website.
- To direct and supervise an annual evaluation of the effectiveness of the Company's disclosure controls and procedures.
- To ensure that policies and guidance related to corporate disclosure and financial reporting are developed and issued, and that communication of matters affecting disclosure and financial reporting efficiently flows down, across and up the organization.
- To bring to the attention of the President/CEO and CFO all relevant information with respect to the committee's activities, the annual or interim filings, and the evaluation of the effectiveness of the Company's disclosure controls and procedures.
Conduct of the Committee
The Committee will review and update, if necessary, this disclosure policy on an annual basis or as needed to ensure compliance with changing regulatory requirements. The Committee will report to the board of directors on an annual basis.
Board of Directors
September 28, 2007
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