Governance


The business and affairs of Federal Mining & Titanium Reserve are managed by its Officers under the direction of Board of Directors. Federal Mining & Titanium Reserve’s Board provides a broad range of qualifications and interests ensuring a diversity of viewpoints and expertise. The Board has established Corporate Governance Guidelines and committees to assist in and manage many of its responsibilities. The Audit Committee, the Compensation and Management Development Committee, the Corporate Governance and Nominating Committee and the Environmental, Health and Safety Committee each have a written charter defining the role and responsibility of the committee within the governance framework of the company. Each member of the Audit Committee, the Compensation and Management Development Committee and the Corporate Governance and Nominating Committee meets the independence requirements established by the New York Stock Exchange.

The Audit Committee is appointed by the Board to assist the Board in monitoring:

a.- the integrity of Federal Mining & Titanium Reserve’s financial statements;
b.- compliance with legal and regulatory requirements and corporate policies and controls;
c.- the independent auditor’s selection, retention, qualifications and independence; and
d.- the performance of Federal Mining & Titanium Reserve’s internal audit function.

The Audit Committee is also responsible for preparing a report required by the rules of the Securities and Exchange Commission to be included in the company’s proxy statement.

The Corporate Governance and Nominating Committee is appointed by the Board to:

a.- Assist the Board by identifying individuals qualified to become Board members, and to recommend to the Board the director nominees at the annual meeting of stockholders;
b.- review the organization, size, operation, practice and tenure policies of the Board;
c.- assess the adequacy and quality of information provided to the Board prior to and during its meetings;
d.- evaluate management’s recommendations on the election of officers;
e.- lead the Board in its annual review of its performance;
f.- recommend to the Board director nominees for each committee of the Board; and
g.- review other issues related to corporate governance and best practices.

The Compensation and Management Development Committee is appointed by the Board to discharge the Board’s responsibilities relating to compensation of the company’s directors and officers. The Compensation Committee has overall responsibility for approving and evaluating the director and officer compensation plans, policies and programs of Federal Mining & Titanium Reserve. The Compensation Committee is also responsible for producing an annual report on executive compensation for inclusion in the company’s proxy statement.

The Environmental, Health and Safety Committee is appointed by the Board to:

a.- Review the Federal Mining & Titanium Reserve’s environmental, health and safety goals;
b.- review policies and programs for achieving such goals and implementing such policies; and
c.-maintain compliance with applicable environmental, health and safety laws and regulations.

The Environmental, Health and Safety Committee is also charged with identifying developments, reviewing issues and claims, and reporting to the Board with respect to environmental, health and safety matters.