Governance

The business and affairs of Alamos Gold Inc. are managed by its Executive Management Team under the direction of a 7-member Board of Directors.

Alamos’ Board provides a broad range of qualifications and interests ensuring a diversity of viewpoints and expertise. The Board has established four committees to assist in and manage many of its responsibilities. The Audit Committee, the Compensation and Nomination Committee, the Corporate Governance Committee and the Technical Environmental, Social and Employees’ Health and Safety Committee each have a written charter defining the role and responsibility of the committee within the governance framework of the company.

Following the recommendations of the Corporate Governance Committee, the Board has determined which directors are considered "independent” pursuant to the definitions set out in the proposed OSC Guidelines and the CSA Investor Confidence rules. All members of the Audit Committee, and the Corporate Governance Committee are outside, unrelated and independent directors.

The Audit Committee is comprised of Mark Wayne, James McDonald and Eduardo Luna, all of whom are unrelated directors. The role of the Audit Committee is to oversee the Company's financial reporting obligations, financial systems and disclosure and to act as a liaison between the board and Alamos’ auditors.

The charter of the Audit Committee specifically defines the committee's roles and responsibilities. The activities of the Audit Committee typically include reviewing annual and quarterly financial statements, ensuring that internal controls over accounting and financial systems are maintained and that accurate financial information is disseminated to shareholders, reviewing the results of internal and external audits and any change in accounting procedures or policies, and evaluating the performance of the Alamos’ auditors.

Alamos' Compensation and Nominating Committee assumes responsibility for the following:

proposing new nominees to the Board;
developing and implementing an orientation and educational program for new recruits to the Board in order to familiarize new directors with the business of Alamos, its management and professional advisors and its facilities;
developing and implementing a process for assessing the effectiveness of the Board and its committees and for assessing the contribution of each of the Company's directors;
continuing to develop the Company's general human resources guidelines, compensation structure, policies and programs of the Company.

The members of the Compensation and Nomination Committee are Richard W. Hughes, Leonard Harris and James McDonald.

The Corporate Governance Committee is comprised of James McDonald and Mark Wayne, each of whom are unrelated directors. Alamos’ Corporate Governance Committee is responsible for developing, making recommendations to the Board with regard to and monitoring the implementation of Alamos’ approach to governance issues including the implementation of a shareholder rights plan. The Governance Committee is mandated to review the size, composition and profile of the Board from time to time, and recommends changes to the Board when appropriate. The Corporate Governance Committee has the responsibility to ensure that the Board functions independently of management.

The Technical, Environmental, Social and Employees' Health and Safety Committee is comprised of Leonard Harris, Eduardo Luna and James McDonald. The Technical, Environmental, Social and Employees' Health and Safety Committee is responsible for:

developing, implementing and monitoring technical and environmental and safety policies for Alamos;
maintain compliance with applicable environmental, health and safety laws and regulations; and
reviewing Alamos’ environmental, health and safety goals.