Rare Element Resources Ltd. - page 87

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PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information required by this Item will be included in our definitive proxy statement to be filed with the
Securities and Exchange Commission pursuant to Regulation 14A in connection with the 2015 annual meeting of
shareholders (the “Proxy Statement”), which information is incorporated by reference to this Annual Report on
Form 10-K.
We have adopted a code of ethics that applies to all our directors, officers and employees. This code is publicly
available on our website at
and on SEDAR at
.
Amendments to the
code of ethics and any grant of a waiver from a provision of the code requiring disclosure under applicable SEC
rules will be disclosed on our website.
NYSE MKT Corporate Governance
Our common shares are listed on the NYSE MKT. Section 110 of the NYSE MKT Company Guide permits
NYSE MKT to consider the laws, customs and practices of foreign issuers in relaxing certain NYSE MKT listing
criteria, and to grant exemptions from NYSE MKT listing criteria based on these considerations. A company
seeking relief under these provisions is required to provide written certification from independent local counsel that
the non-complying practice is not prohibited by home country law. A description of the significant ways in which
our governance practices differ from those followed by domestic companies pursuant to NYSE MKT standards is
available on our website at
,
under Company Information, Corporate Governance.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this Item will be included in the Proxy Statement to be filed with the Securities and
Exchange Commission pursuant to Regulation 14A, which information is incorporated by reference into this Annual
Report on Form 10-K.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
The information required by this Item will be included in the Proxy Statement to be filed with the Securities and
Exchange Commission pursuant to Regulation 14A, which information is incorporated by reference into this Annual
Report on Form 10-K.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
The information required by this Item will be included in the Proxy Statement to be filed with the Securities and
Exchange Commission pursuant to Regulation 14A, which information is incorporated by reference into this Annual
Report on Form 10-K.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The information required by this Item will be included in the Proxy Statement to be filed with the Securities and
Exchange Commission pursuant to Regulation 14A, which information is incorporated by reference into this Annual
Report on Form 10-K.
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