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72

PART III

ITEM

10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Board of Directors

Our Board of Directors (the “Board of Directors or “Board”) currently consists of seven members. The

following table sets out the names and ages of our directors; their provinces or states and country of residence; the

offices they hold within the Company, if any; their occupations; and the dates since which they have served as

directors of the Company:

Name, Age, Province or State and Country of Residence and Current Positions,

if any, held in the Company

Served as

director since

RANDALL J. SCOTT,

64

(1)

Colorado, USA

Director

President and Chief Executive Officer, Rare Element Resources

February 3, 2012

M. NORMAN ANDERSON,

85

(2)

British Columbia, Canada

Director

Former Chief Executive Officer, Cominco (Teck Resources)

July 13, 2003

NORMAN W. BURMEISTER,

76

(2)

Wyoming, USA

Director

Former Chief Executive Officer, Saratoga Gold Company Ltd.

July 17, 2003

GERALD W. GRANDEY,

69

(1)(3)(4)

Saskatchewan, Canada

Director

Former Chief Executive Officer, Cameco Corporation

August 2, 2013

F. STEVEN MOONEY,

81

(2)

Colorado, USA

Director

Former Chairman and Chief Executive Officer, Thompson Creek Metals Company

October 17, 2013

PAUL J. SCHLAUCH,

73

(2)(3)

Colorado, USA

Director

Retired Partner, Holland & Hart LLP

July 5, 2011

LOWELL A. SHONK

,

66

(1)(3)

Arizona, USA

Director

Vice Chairman, Cupric Canyon Capital LP/LLC

April 23, 2013

(1)

Current member of the Finance Committee, of which Lowell A. Shonk is the chair.

(2)

Current member of the Nominating, Corporate Governance and Compensation Committee, of which

Paul J. Schlauch is the chair.

(3)

Current member of the Company’s Audit Committee, of which Lowell A. Shonk is the chair.

(4)

Gerald Grandey was elected Chairman of the Board on June 10, 2015.