Governance Documents

This page was last updated on 15 October 2024

The Board is committed to sound corporate governance practices, which both are in the interest of its Shareholders and contribute to effective and efficient decision-making.

The Company is subject, among other laws and regulations, to instruments published by relevant Canadian securities regulators. One such instrument, National Instrument 58-101 Disclosure of Corporate Governance Practices (NI 58-101), prescribes certain disclosure by the Company of its corporate governance practices and National Policy 58-201 Corporate Governance Guidelines (NP 58-201) provides non-prescriptive guidelines on corporate governance practices for reporting issuers such as the Company. This section sets out the Company’s approach to corporate governance and addresses the Company’s compliance with NI 58-101 and NP 58-201.

As a result of its listing on the TSX-V and being a reporting issuer in the Canadian province of British Columbia, the Company has already established corporate governance practices and procedures appropriate for a publicly listed company in Canada. The Company complies with Canadian corporate governance standards appropriate for publicly listed companies, including the adoption of a Code of Business & Ethics Policy and a Disclosure & Confidentiality Policy. Following Pulsar’s admission to AIM, the Company continues to implement corporate governance practices and procedures consistent with those standards applied by public companies in Canada. These standards differ somewhat from those set out in the QCA Code (the main corporate governance framework used by small and mid-sized publicly traded companies in the UK). The Board believes that the Company complies with the QCA Code in all respects except as follows:

Principle 8 – Evaluate board performance based on clear and relevant objectives, seeking continuous improvement.

• The Company’s Corporate Governance and Nomination Committee reviews the Board’s performance. However, the specifics / conclusions of that formal appraisal are not made available to the public. The Company’s Management Information Circular includes a higher-level explanation of the assessment process.

• The Company has not undertaken an externally facilitated Board review and, given the size of the Company, does not have plans to do so in the near future.

• Succession planning has not been a significant consideration for the Company being a relatively new company, its current stage of development and given the breadth of knowledge and experience of its Board. The Board has sufficient knowledge and experience to continue the Company’s business while a search for a replacement is conducted. However, the Corporate Governance and Nomination Committee has responsibility for the essential and desired experience and skills for potential directors, taking into consideration the Board’s short- term needs and long-term succession plans. The Company’s website does not include a description of the Board performance review process, nor does the website set out the Company’s approach to succession planning and the criteria and processes by which it determines board and other senior management appointments.

Principle 9 – Establish a remuneration policy which is supportive of long-term value creation and the company’s purpose, strategy and culture.

• The Company does not currently put the remuneration report to an advisory (non-binding) shareholder vote. However, the Board, taking guidance from the Compensation Committee, will consider putting the remuneration report to an advisory (non-binding) shareholder vote as the Company continues to grow.

Principle 10 – Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other key stakeholders.

• The Company does not include a formal Audit Committee report in any disclosure; such reporting is not required under Canadian law. However, the Company’s Management Information Circular does include remuneration-related information concerning directors and officers as is required under the Canadian NI 58-101 Disclosure of Corporate Governance Practices.

The Board has established an Audit Committee, a Compensation Committee and a Corporate Governance and Nomination Committee, with formally delegated duties and responsibilities, as described below.

Audit Committee

The Company has adopted a charter for the Audit Committee. The primary function of the Audit Committee is to assist the Company’s Board of Directors in fulfilling its financial oversight responsibilities by supervising the Company’s external auditor and reviewing the financial reports and other financial information provided by the Company to regulatory authorities and shareholders, the Company’s systems of internal controls regarding finance and accounting and the Company’s auditing, accounting and financial reporting processes. Consistent with this function, the Audit Committee will maintain and should foster adherence to, the Company’s policies, procedures and practices at all levels. The Audit Committee’s primary duties and responsibilities are to:

• supervise the performance of the Company’s external auditors;

• serve as an independent and objective party to monitor the Company’s financial reporting and internal control system and review the Company’s financial statements, together with overseeing the Company’s compliance with its AIM Rules and MAR obligations; and

• provide an open avenue of communication among the Company’s auditors, financial and senior management and the Board of Directors.

The Audit Committee is currently comprised of three Directors, Doris Meyer, Jón Ferrier and Geoffrey Crow and is chaired by Doris Meyer. All members are considered “financially literate” within the meaning of Nl 52-110 and all members are considered “independent” within the meaning of Nl 52-110 and the corporate governance guidelines for smaller quoted companies published by the QCA Code. For the purposes of this charter, the definition of “financially literate” is the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company’s financial statements.

The Committee shall meet at least four times annually, or more frequently if circumstances dictate, to discuss with management the annual audited financial statements and quarterly financial statements, and all other related matters. The Committee may request any officer or employee of the Company or the Company’s external counsel or external auditors to attend a meeting of the Committee or to meet with any members of, or consultants to, the Committee.

Compensation Committee

The main objectives of the Compensation Committee are to establish a sound remuneration policy framework and benefits plan; review the adequacy and form of compensation of directors and management as a whole; review that appropriate and required disclosure is made (in annual filings) of director and executive remuneration, in accordance with regulatory requirements and good governance practices; further an environment and framework where management talent and potential is assessed and developed in line with the requirements of the Company. The Compensation Committee shall be composed of not fewer than three (3) Directors and not more than five (5) Directors, the majority of whom shall be independent Directors. The Compensation Committee is currently comprised of Jón Ferrier, Doris Meyer and Brice Laurent and is chaired by Jón Ferrier. A majority of the members of the Committee shall constitute quorum. The Compensation Committee must make every effort to meet at least once a year.

Corporate Governance & Nomination Committee

The main purpose of the Corporate Governance & Nomination Committee is to provide a focus on governance that will enhance the Company’s performance, to assess and make recommendations regarding the Board’s effectiveness and to establish and lead the process for identifying, recruiting, appointing, re-appointing and providing ongoing development for Directors.

The Corporate Governance & Nomination Committee shall be composed of three (3) Directors and not more than five (5) Directors, the majority of whom shall be independent Directors. The Corporate Governance & Nomination Committee is currently comprised of Doris Meyer, Jón Ferrier and Brice Laurent and is chaired by Doris Meyer. The Corporate Governance & Nomination Committee will meet at least once a year.