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Compliance with Law and Regulations
29.
Meet at least annually with management, and as appropriate outside auditors and
outside counsel, to discuss compliance matters, including compliance with applicable
laws and regulations (
including those relating to insider reporting
) in all operating
jurisdictions, any correspondence with, or other action by, regulators or governmental
agencies, any employee complaints or published reports that raise concerns regarding
Rare Element’s financial statements, the effectiveness of Rare Element’s systems for
monitoring compliance with laws and regulations and the results of the investigation and
follow-up (
including disciplinary action)
on any fraudulent acts or accounting
irregularities.
Compliance with Corporate Business Conduct or Ethics Policies
30.
Review with management, the outside auditors and legal counsel, as the
Committee deems appropriate, actions taken to ensure compliance with any code of
ethics or conduct for Rare Element established by the Board.
31.
Review at least annually Rare Element’s Business Conduct Policy and any other code
of ethics adopted to comply with Section 406 of the Sarbanes-Oxley Act.
32.
Evaluate whether management is setting the appropriate tone at the top by
communicating the importance of Rare Element’s ethics and conduct codes.
Reporting and Review Procedures
33.
In the performance of any of its duties and responsibilities, the Committee shall
have access to any and all personnel and books and records of Rare Element and its
subsidiaries necessary for the execution of the Committee’s obligations and may request
from the officers of Rare Element or any of its subsidiaries such records and other
matters considered appropriate.
34.
The Committee shall have the power and authority to conduct or authorize studies
and investigations into any matter of interest or concern within the scope of its
responsibilities that the Committee deems, in its sole discretion, to be appropriate
and have the authority to retain independent counsel, consultants or other experts to assist
in the conduct of any such study or investigation, including the authority to approve fees
payable to such experts and any other terms of retention
35.
Review, at least annually, the Committee’s duties, responsibilities and performance
and determine if any changes in practices of the Committee or amendments to this
Charter are desired or necessary.
36.
Undertake such additional responsibilities as from time to time may be delegated to
the Committee by the Board, required by Rare Element’s constating documents or
required by applicable law.
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