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RESPONSIBILITIES, DUTIES AND POWERS
The Committee’s principal responsibility in furtherance of the Purpose is one of oversight.
Rare Element’s management is responsible for preparing Rare Element’s financial
statements, and Rare Element’s outside auditors are responsible for auditing and reviewing those
financial statements. In carrying out these oversight responsibilities, the Committee is not
providing any expert or special assurance as to Rare Element’s financial statements or any
professional certification as to the outside auditors’ work.
The Committee’s specific responsibilities and powers are as set forth below.
1.
Periodically review with management and the outside auditors the applicable law
relating to the qualifications, activities, responsibilities and duties of audit committees
and the Committee’s compliance therewith, and also take, or recommend that the Board
take, appropriate action to comply with such law.
2.
Meet separately at least annually with each of Rare Element’s senior management,
including its Chief Financial Officer or Corporate Controller, and outside auditors in
separate executive sessions to discuss any matters that the Committee or each of
these persons believes should be discussed privately.
3.
Establish procedures for: (a) the receipt, retention and treatment of complaints received
by Rare Element regarding accounting, internal accounting controls or auditing matters;
and (b) the confidential, anonymous submission by employees of Rare Element of
concerns regarding questionable business conduct, accounting or auditing matters.
4.
Perform the following: (a) determine the compensation to be paid to outside auditors
engaged for the purpose of preparing or issuing an audit report or performing other audit,
review or attest services for Rare Element; (b) determine the compensation to any
advisors employed by the Committee; and (c) arrange for the payment by Rare Element
of ordinary administrative expenses of the Committee that are necessary or appropriate in
carrying out its duties.
5.
Review and approve Rare Element’s hiring policies regarding partners, employees and
former partners and employees of the present and former outside auditor of Rare
Element.
6.
Review and approve annual reports of the Committee for inclusion in the proxy circulars
for Rare Element’s annual meetings.
7.
Investigate any matter brought to its attention related to reports of improper business
conduct, financial, accounting and audit matters.
8.
Undertake such additional responsibilities as from time to time may be delegated to it
by the Board, required by Rare Element’s constating documents or required by applicable
law.
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