Fortuna Adopts Advance Notice Policy and Majority Voting Policy
07 April 2014 - 1:00PM
Marketwired
Fortuna Adopts Advance Notice Policy and Majority Voting Policy
VANCOUVER, BRITISH COLUMBIA--(Marketwired - Apr 7, 2014) -
Fortuna Silver Mines Inc. (the "Company")
(NYSE:FSM)(TSX:FVI)(BVLAC:FVI)(FRANKFURT:F4S) announces that its
Board of Directors (the "Board") has adopted an Advance Notice
Policy and a Majority Voting Policy with respect to the election of
directors.
The purpose of the Advance Notice Policy is to provide
shareholders, directors and management of the Company with a clear
framework for nominating persons for election as directors of the
Company. No person will be eligible for election unless nominated
in accordance with the Advance Notice Policy.
The Advance Notice Policy was adopted to further the Company's
commitments to: (i) facilitating an orderly and efficient process
for holding annual general or, where the need arises, special
shareholder meetings; (ii) ensuring that shareholders receive
adequate advance notice of director nominations and sufficient
information regarding all director nominees; and (iii) allowing
shareholders to register an informed vote on director
elections.
The Advance Notice Policy requires advance notice to the Company
where nominations of persons for election to the Board are made by
shareholders. The Advance Notice Policy fixes a deadline by which
nominations of potential directors must be submitted to the Company
prior to any annual or special meeting of shareholders and sets
forth the information that must be included in the notice to the
Company.
Notice to the Company of nominations of potential directors must
be made not less than 30 days and not more than 65 days prior to
the date of the shareholder meeting; however, if the shareholder
meeting is to be held on a date that is less than 50 days after the
date on which the first public announcement of the date of the
meeting was made, notice may be made not later than the close of
business on the 10th day following such public announcement.
Pursuant to the terms of the Advance Notice Policy, the Company
will seek shareholder ratification of the Policy at its next annual
meeting of shareholders. If the Advance Notice Policy is not
ratified at the next annual meeting of the Company's shareholders,
the Advance Notice Policy will terminate and be of no further force
and effect following the termination of the shareholder
meeting.
The full text of the Advance Notice Policy is available under
the Company's profile at www.sedar.com.
The Company also announces that the Board has adopted a Majority
Voting Policy with respect to the election of directors in
uncontested elections. The Majority Voting Policy provides that in
the instance of a nominee receiving more "withheld" than "for"
votes, such nominee will be required to promptly submit his or her
resignation to the Chair of the Board for consideration. The
Corporate Governance and Nominating Committee shall consider the
resignation and provide a recommendation to the Board of whether to
accept or reject the resignation. The Board shall review the
Corporate Governance and Nominating Committee's recommendation and
announce its decision via press release. The Board will accept the
resignation except in situations where exceptional circumstances
would warrant the director continuing to serve on the Board.
Fortuna Silver Mines Inc.
Fortuna is a growth oriented, silver and base metal producer
focused on mining opportunities in Latin America. Our primary
assets are the Caylloma silver mine in southern Peru and the San
Jose silver-gold mine in Mexico. The company is selectively
pursuing additional acquisition opportunities throughout the
Americas. For more information, please visit our website at
www.fortunasilver.com.
ON BEHALF OF THE COMPANY
Jorge A. Ganoza, President, CEO and Director
Fortuna Silver Mines Inc.
Trading symbols: NYSE: FSM / TSX: FVI / BVLAC: FVI / Frankfurt:
F4S
Forward-Looking
Statements
This news release contains forward-looking statements which
constitute "forward-looking information" within the meaning of
applicable Canadian securities legislation and "forward-looking
statements" within the meaning of the "safe harbor" provisions of
the Private Securities Litigation Reform Act of 1995.
Forward-looking statements are statements that are not historical
facts and that are subject to a variety of risks and uncertainties
which could cause actual events or results to differ materially
from those reflected in the forward-looking statements. When used
in this document, the words such as "anticipates ", "believes ",
"plans ", "estimates ", "expects ", "forecasts ", "targets ",
"intends ", "advance ", "projects ", "calculates " and similar
expressions are forward-looking statements.
The forward-looking statements are based on an assumed set
of economic conditions and courses of actions, including estimates
of future production levels, expectations regarding mine production
costs, expected trends in mineral prices and statements that
describe Fortuna's future plans, objectives or goals. There is a
significant risk that actual results will vary, perhaps materially,
from results projected depending on such factors as changes in
general economic conditions and financial markets, changes in
prices for silver and other metals, technological and operational
hazards in Fortuna's mining and mine development activities, risks
inherent in mineral exploration, uncertainties inherent in the
estimation of mineral reserves, mineral resources, and metal
recoveries, the timing and availability of financing, governmental
and other approvals, political unrest or instability in countries
where Fortuna is active, labor relations and other risk
factors.
Although Fortuna has attempted to identify important factors
that could cause actual results to differ materially from those
contained in forward-looking statements or information, there may
be other factors that cause results to be materially different from
those anticipated, described, estimated, assessed or intended.
There can be no assurance that any forward-looking statements or
information will prove to be accurate as actual results and future
events could differ materially from those anticipated in such
statements or information. Accordingly, readers should not place
undue reliance on forward-looking statements or
information.
Fortuna Silver Mines Inc.Carlos BacaInvestor Relations:T (Peru):
+51.1.616.6060, ext. 0www.fortunasilver.com
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