Columbus Gold Corporation (the "Company") is committed to maintaining the highest standards of business conduct and ethics. The Company complies with and requires its directors, officers, and employees to comply with all applicable: environmental laws, legal and regulatory requirements relating to corporate reporting and disclosure, accounting and auditing controls and procedures and securities regulations. Every employee has the responsibility to assist the Company in meeting these requirements.
The Company is managed by a board of directors (the "Board"). The role of the Board is to increase shareholder value within an appropriate framework while protecting the rights and interests of the Company's shareholders and to ensure the Company's affairs are properly managed.
There is close day-to-day involvement by the directors in the Company's activities. To facilitate balanced decision making, there are non-executive Board members. All Board members have access, at all times, to sufficient information about the business to enable them to fully discharge their duties.
The Board has overall responsibility for the Company's system of internal control. The Board has established an Audit Committee consisting of a majority of non-executive directors. It monitors and reviews the Company's financial reporting and internal control procedures. Meetings are held as required.
The function of the Chairman of the Board is to lead and supervise the Board and to ensure effective control of the business, and that of Chief Executive Officer is to run the affairs of the Company under delegated authority from the Board and to implement the policies and strategy set by the Board. The Chief Executive Officer must report to the Board in a timely manner and ensure all reports to the Board present a true and fair view of the Company's financial condition and operating results.
The role of management is to support the Chief Executive Officer and implement the running of the general operations and financial business of the Company, in accordance with the delegated authority of the Board. Management is responsible for reporting material matters in the first instance to the Chief Executive Officer or if the matter concerns the Chief Executive Officer then directly to the Chairman.
The Company ensures that there is continuous disclosure to shareholders and that the policies of the TSX Venture Exchange, Ontario Securities Commission, British Columbia Securities Commission and Alberta Securities Commission are followed as they relate to a British Columbia incorporated company. The Board reports on an annual and quarterly basis to shareholders on the Company's progress. Shareholders are encouraged to attend the Company's Annual General Meeting, at which time there is an opportunity for discussion with members of the Board.