NewsAluminaOrbite Aluminae announces adoption of majority voting policy and changes to Board of Directors
Canadianminingjournal.com

Orbite Aluminae announces adoption of majority voting policy and changes to Board of Directors

Edited by : AL CIRCLE
2 min read
Orbite’s Board of Directors recently adopted a majority voting policy pursuant to which, the proxy forms for the election of directors will permit the shareholders of the Corporation to vote in favour of or to withhold from voting for each director nominee separately.

The Chair of the Board will ensure that the number of votes, in favour of and withheld from voting, for each director nominee is recorded and made public at the Annual General Meeting, and promptly press released thereafter. If the number of proxy votes withheld for a particular director nominee is greater than the votes in favour of such nominee, such director nominee shall promptly submit his/her resignation to the Chair of the Board following the applicable Shareholders' meeting, effective upon acceptance by the Board.

No later than ninety days following the applicable Shareholders’ meeting, the Board shall accept the resignation unless the Board determines, acting reasonably, that such resignation may have a material adverse effect on the Corporation or its operations. In considering whether or not to accept the resignation, the Board will consider all factors deemed relevant including, without limitation, the stated reasons, if any, why Shareholders withheld votes from the election of that nominee, the length of service and the qualifications of the director whose resignation has been submitted, such director's contributions to the Corporation and the Corporation's governance guidelines.

Following the Board's decision on the resignation, the Board shall publicly disclose their decision whether to accept the applicable director's resignation including the reasons for rejecting the resignation, if applicable.

This policy does not apply where an election involves a proxy battle, i.e., where proxy material is circulated in support of one or more nominees who are not part of the director nominees supported by the Board.

The Corporation announces that, subsequent to their decisions not to stand for re-election at the next Annual General Meeting of shareholders, which resulted in the appointments of Mr. Peter Crossgrove, Mr. Pascal Decary and Mr. Claude Lamoureux to the Board of Directors, as announced on May 21, 2013, and consequent of a decision to maintain the size of its Board at nine members, Mr. Toby Gilsig, Mr. Charles Chevrette and Mr. Michael Hanley have resigned from the Board of Directors.

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