The board of directors of Golden Arrow Resources Corporation (the "Company") believes that good corporate governance improves corporate performance and benefits all shareholders. National Policy 58-201 - Corporate Governance Guidelines provides non-prescriptive guidelines on corporate governance practices for reporting issuers such as the Company. In addition, National Instrument 58-101 - Disclosure of Corporate Governance Practices ("NI 58-101") prescribes certain disclosure by the Company of its corporate governance practices. This disclosure is presented below.

Board of Directors

The Company's Board of Directors ("Board") facilitates its exercise of independent supervision over the Company's management through frequent meetings of the Board, both with and without members of the Company's management (including members of management that are also directors) being in attendance. The independent directors are encouraged to meet at any time they consider necessary without any members of management including the non-independent directors being present.

The Company's Board is presently comprised of five directors. The Board has determined David Terry and John Gammon to be "independent" based upon the tests for independence set forth in NI 52-110.

The following directors are current members of management and thus are not considered to be independent: Joseph Grosso, Executive Chairman, CEO and President; and Nikolaos Cacos, Vice President, Corporate Development. Joseph Grosso is a member of the Company's management and is not independent as he serves as Executive Chairman, President and Chief Executive Officer. Nikolaos Cacos, is not independent under NI 52-110, he is an officer of the Company, and as a private company, Cacos Consulting Ltd., controlled by Mr. Cacos, has been paid a fee for its services. Mr. Salley is not independent as he is a partner of Salley Bowes Harwardt Law Corporation, counsel to the Company, which is paid fees for services.


Certain of the directors are presently a director of one or more other reporting companies as follows.

Name of Director of the Company

Names of Other Reporting Issuers

Joseph Grosso n/a
David Terry Blue Sky Uranium Corp.
Nikolaos Cacos Blue Sky Uranium Corp.
Iron South Mining Corp.
John Gammon First Point Minerals Corp.
Louis Salley Minco Base Metals Corporation
Azimut Exploration Inc.

Orientation and Continuing Education

While Golden Arrow does not have formal orientation and training programs, new Board members are provided with:

  1. access to recent, publicly filed documents of Golden Arrow; and
  2. access to management and technical experts and consultants.

Board members are encouraged to communicate with management, auditors and technical consultants; to keep themselves current with industry trends and developments and changes in legislation with management's assistance; and to attend related industry seminars and visit Golden Arrow's operations. Board members have full access to Golden Arrow's records.

The Board of Golden Arrow attempts to provide continuing education for its directors in order that they maintain the skill and knowledge necessary for them to meet their obligations as directors. As an example, technical presentations are made at Board meetings, focusing on either a particular property or a summary of various properties. The question and answer portions of these presentations are a valuable learning resource for the non-technical directors.

Ethical Business Conduct

The Board has responsibility for the stewardship of Golden Arrow including responsibility for strategic planning, identification of the principal risks of the Company's business and implementation of appropriate systems to manage these risks, succession planning (including appointing, training and monitoring senior management), communications with investors and the financial community and the integrity of the Company's internal control and management information systems. To facilitate meeting this responsibility, the Board seeks to foster a culture of ethical conduct by striving to ensure the Company carries out its business in line with high business and moral standards and applicable legal and financial requirements. In that regard, the Board:

  • has adopted a Code for its directors, officers, employees and consultants. A copy of the Code can be found on the Company website at www.goldenarrowresources.com and is posted on SEDAR at www.sedar.com under Golden Arrow's profile;
  • has adopted a written Whistleblower Policy for its directors, officers, employees and consultants which details procedures to report financial concerns and ethical business dilemmas. The Board has appointed a Compliance Officer who is responsible for investigating and resolving all reported complaints and allegations concerning violations of the Code. The Compliance Officer has direct access to the Audit Committee and the Board and the Compliance Officer is required to report to the Board at least annually on compliance activity;
  • is cognizant of the Company's timely disclosure obligations and has adopted a written Corporate Disclosure and Insider Trading Policy for its directors, officers, employees and consultants. The Board has established a Disclosure Committee to review material disclosure documents such as financial statements, management's discussion and analysis and press releases prior to their distribution, and identify material information. The Disclosure Committee is comprised of the Company's Chief Executive Officer (CEO), Chief Financial Officer (CFO) and any one director of the Company;
  • has adopted a Foreign Corporate Policy that outlines the Company's commitment to ethical business practices in every jurisdiction in which it does business. Company directors, officers, employees, management company employees and those who provide services to the Company, shall be expected to act with integrity, honesty and in good faith, support the communities in which it operates and act in accordance with applicable laws with the highest standards of ethical and professional behaviour in foreign jurisdictions;
  • encourages management to consult with legal and financial advisors to ensure the Company's requirements are met;
  • is cognizant of timely disclosure obligations and reviews material disclosure documents such as financial statements, management's discussion and analysis (MD&A) and press releases prior to their distribution;
  • relies on its Audit Committee to annually review the systems of internal financial control and discuss such matters with the Company's external auditor; and
  • actively monitors the Company's compliance with the Board's directives and ensures that all material transactions are thoroughly reviewed and authorized by the Board before being undertaken by management.

The Board must also comply with the conflict of interest provisions of the British Columbia Business Corporations Act, as well as the relevant securities regulatory instruments, in order to ensure that directors exercise independent judgment in considering transactions and agreements in respect of which a director or executive officer has a material interest.

Nomination of Directors

The Board has responsibility for identifying potential Board candidates. The Board assesses potential Board candidates to fill perceived needs on the Board for required skills, expertise, independence and other factors.


The Board has established a Compensation and Governance Committee which recommends to the Board the directors' and officers' compensation, among other things, on the time commitment, effort and success of each individual contribution towards the success of Golden Arrow and a comparison of the remuneration paid by Golden Arrow to publicly available information of the remuneration paid by other reporting issuers (public companies) that the Committee feels are similarly placed within the industry.

In addition, the directors and officers are granted stock options under the Golden Arrow stock option plan. The Compensation and Governance Committee determines the terms of each stock option within the parameters set out in the stock option plan and applicable stock exchange rules and policies.

Other Board Committees

The Board has established the following committees, described below.

Compensation and Governance Committee: The Compensation and Governance Committee is responsible for the review and setting of all compensation (including stock options) paid by the Company to the CEO, all other executive officers of the Company and the members of the Board. The Committee is also responsible for the governance roles, responsibilities, authorities and powers including the general responsibility for developing and reviewing the approach of the Company to governance issues.

The process for determining executive compensation relies on the Board's discussions with the input from and upon the recommendation of the Compensation and Governance Committee. The members of the Compensation and Governance Committee are John Gammon, Nikolaos Cacos and Louis Salley. Mr. Gammon is independent, while Messrs. Cacos and Salley are not independent under NI 52-110. A private company, Cacos Consulting Ltd., controlled by Mr. Cacos, has been paid a fee for its services. Mr. Salley is not independent as he is a partner of Salley Bowes Harwardt Law Corporation, counsel to the Company, which is paid fees for services. Mr. Salley has over 30 years of Canadian and international experience as a corporate securities lawyer specializing in corporate finance matters for small cap companies, and has served as a director with a number of public companies. Mr. Salley is a founding partner of Salley Bowes Harwardt Corporation, a Vancouver law firm, focusing on resource companies and has extensive experience with all aspects of prospectus financings, private placements, mergers and acquisitions in the public markets. Dr. John Gammon has extensive experience with mining exploration companies, and presently sits of the boards of several publicly traded companies. Mr. Cacos has over 20 years of management expertise in the mineral exploration industry, and has extensive experience in administration and providing strategic planning for public companies.

The Compensation and Governance Committee monitors compensation of the directors and executive officers of Golden Arrow. The Compensation and Governance Committee periodically reviews the compensation paid to directors and management based on such factors as (i) recruiting and retaining executives critical to the success of Golden Arrow and the enhancement of shareholder value, (ii) providing fair and competitive compensation; (iii) balancing the interests of management and the Shareholders; and (iv) rewarding performance, both on an individual basis and with respect to operations in general. To determine compensation payable, the Compensation and Governance Committee review compensation paid for directors and CEOs of companies of similar size and stage of development in the mineral exploration/mining industry and determine an appropriate compensation reflecting the need to provide incentive and compensation for the time and effort expended by the directors and senior management while taking into account the financial and other resources of Golden Arrow. These comparable companies include: Almaden Minerals Ltd., Anaconda Mining Inc., Geologix Exploration Inc., Reliance Resources Ltd., Miranda Gold Corp., Pacific Rim Mining Corp., and South American Silver Corp.

Disclosure Committee: The Board has established a Disclosure Committee, presently comprised of the Company's CEO, CFO and any one director, to assist the Company in the identification and disclosure of material information, fulfilling its responsibilities regarding disclosures to its security holders and the investment community, made on a timely basis. The Disclosure Committee assists with controls and procedures regarding material information disclosure; determines 'blackout' periods for trading; and pre-approves all news releases prior to dissemination.


The Compensation and Governance Committee is responsible for reviewing and assessing the effectiveness of the Board of the Company, and making recommendations to the Board regarding the composition and the appropriate size of the Board; reviewing the corporate governance policies and practices of the Company generally and making recommendations thereon to the directors of the Company, including overseeing and making recommendations to the directors of the Company on developing the approach of the Company to corporate governance issues and practices and formulating the response of the Company to the corporate governance guidelines and disclosure requirements.

June 2015