Silvercorp Announces Changes to Corporate Governance and Nominating Committee and the Omnibus Plan
September 16 2019 - 2:55PM
Silvercorp Metals Inc. (“Silvercorp” or the
“Company”) (TSX/NYSE American: SVM) today announces certain changes
to the Corporate Governance and Nominating Committee and the
Company’s amended and restated share based compensation plan (the
“Omnibus Plan”) made to be consistent with evolving corporate
governance best practices in Canada.
Change in Membership of
Corporate Governance and Nominating Committee
Dr. Rui Feng has resigned from the Corporate
Governance and Nominating Committee effective immediately.
David Kong, an independent director, has been appointed as a member
of the Committee.
Changes in the Omnibus Plan
The Omnibus Plan has been revised and amended as
follows:
- The Omnibus Plan does not currently
contain a policy to recover from recipients awards post-grant if
errors, negligence, or fraud occur thereafter. The Board of
Directors of the Company has adopted Policy on Recoupment of
Incentive Compensation (the “Clawback Policy”). All awards
under the Omnibus Plan are subject to the Clawback Policy, the full
text of which is available for review by shareholders on the
Company’s website at www.silvercorp.ca.
- The Omnibus Plan, a 10% rolling
plan, does not currently contain a limit for the issuance of
restricted shared units (“RSUs”) and performance share units
(“PSUs”). A sub-limit has been introduced. No more than
3% of the issued outstanding shares on a rolling basis may be
issued in the form of RSUs and PSUs;
- The Omnibus Plan has been revised
to limit the number of shares issuable to any one non-executive
director within a one-year period to an award value no greater than
$150,000 per such non-executive director, of which no more than
$100,000 may be comprised of options. The 60,000 RSUs granted
on August 12, 2019 to each of the non-executive directors, namely
Paul Simpson, David Kong, Marina Katusa, and Yikang Liu, are over
this limit. Accordingly, they have been amended to 30,000
RSUs each; and
- Subsection 10.01 of the Omnibus
Plan has been amended to add the underlined section as
follows:Effect of a Change of Control. Despite any other
provision of the Plan, in the event of a Change of Control, all
unvested Awards then outstanding will, as applicable, be
substituted by or replaced with awards of the surviving corporation
(or any affiliate thereof) or the potential successor (or any
affiliate thereto) (the “continuing entity”) on the same terms and
conditions as the original Awards, subject to appropriate
adjustments that do not diminish the value of the original Awards.
If, upon a Change of Control, the continuing entity fails to comply
with this Section 10.01, the vesting of all then outstanding Awards
(and, if applicable, the time during which such Awards may be
exercised) will be accelerated in full, and any performance vesting
conditions will be assessed by the board, acting in good faith, on
a pro-rata basis.
About Silvercorp
Silvercorp is a profitable Canadian mining
company producing silver, lead and zinc metals in concentrates from
mines in China. The Company’s goal is to continuously create
healthy returns to shareholders through efficient management,
organic growth and the acquisition of profitable projects.
Silvercorp balances profitability, social and environmental
relationships, employees’ wellbeing, and sustainable development.
For more information, please visit our website at
www.silvercorp.ca.
For further information
Silvercorp Metals Inc.Lon Shaver Vice
PresidentPhone: (604) 669-9397Toll Free 1(888) 224-1881Email:
investor@silvercorp.ca Website: www.silvercorp.ca
The amended Omnibus Plan will be posted under
the Company’s profile on SEDAR at www.sedar.com. Shareholders
who have questions or require assistance with voting may contact
the Company’s Proxy Solicitation Agent:
Laurel Hill Advisory GroupToll free: 1-877-452-7184 or
416-304-0211 (Collect outside North America)Email:
assistance@laurelhill.com
Cautionary Note Regarding
Forward-Looking Information
This news release contains "forward-looking
information" within the meaning of the applicable Canadian
securities legislation that is based on expectations, estimates,
projections and interpretations as at the date of this news
release. Any statement that involves predictions, expectations,
interpretations, beliefs, plans, projections, objectives,
assumptions, future events or performance (often, but not always,
using phrases such as "expects", or "does not expect", "is
expected", "interpreted", "management's view", "anticipates" or
"does not anticipate", "plans", "budget", "scheduled", "forecasts",
"estimates", "believes" or "intends" or variations of such words
and phrases or stating that certain actions, events or results
"may" or "could", "would", "might" or "will" be taken to occur or
be achieved) are not statements of historical fact and may be
forward-looking information and are intended to identify
forward-looking information. Although the forward-looking
information contained in this news release is based upon what
management believes, or believed at the time, to be reasonable
assumptions, Silvercorp cannot assure shareholders and prospective
purchasers of securities of the Company that actual results will be
consistent with such forward-looking information, as there may be
other factors that cause results not to be as anticipated,
estimated or intended, and neither Silvercorp nor any other person
assumes responsibility for the accuracy and completeness of any
such forward-looking information. Silvercorp does not undertake,
and assumes no obligation, to update or revise any such
forward-looking statements or forward-looking information contained
herein to reflect new events or circumstances, except as may be
required by law.
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