Corporate Governance

Colt Resources's Board of Directors believes that sound corporate governance practices are essential to the well-being of the Corporation and the promotion and protection of its shareholders' interests.

The Board has adopted a mandate, which reflects the Corporation's commitment to high standards of corporate governance, to assist the Board in supervising the management of the business and affairs of the Corporation as required under applicable law and stock exchange rules and requirements.

The fundamental responsibility of the Board is to supervise the management of the business and affairs of the Corporation with a view to sustainable value creation for all shareholders.

The Board promotes fair reporting, including financial reporting, to shareholders of the Corporation and other interested persons, as well as ethical and legal corporate conduct, through an appropriate system of corporate governance, internal controls and disclosure controls. The Board believes that the Corporation is best served by a board of directors which functions independently of management and is informed and engaged.

Board Committees

Audit Committee: Reviews the Corporation's financial statements and management's discussion and analysis of financial and operating results, and assists the Board in its oversight of the integrity of the Corporation's financial statements and other relevant public disclosures, the Corporation's compliance with legal and regulatory requirements relating to financial reporting, the external auditors' qualifications and independence, and the performance of the internal and external auditors.

Corporate Governance Committee: Assists the Board in establishing the Corporation's corporate governance policies and practices, reviews the composition and functioning of the Board and identifies individuals qualified to become directors. This Committee also reviews the Board's mandate as needed, and recommends changes as it deems necessary and appropriate in light of the Corporation's needs and legal and regulatory developments.