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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/26/24 Galiano Gold Inc. 40-F 12/31/23 128:11M Newsfile Corp./FA |
Document/Exhibit Description Pages Size
1: 40-F Annual Report by a Canadian Issuer -- form40f HTML 109K
2: EX-97.1 Clawback Policy re: Recovery of Erroneously HTML 52K
Awarded Compensation -- exhibit97-1
3: EX-99.1 Miscellaneous Exhibit -- exhibit99-1 HTML 37K
12: EX-99.10 Miscellaneous Exhibit -- exhibit99-10 HTML 35K
13: EX-99.11 Miscellaneous Exhibit -- exhibit99-11 HTML 35K
14: EX-99.12 Miscellaneous Exhibit -- exhibit99-12 HTML 35K
15: EX-99.13 Miscellaneous Exhibit -- exhibit99-13 HTML 35K
16: EX-99.14 Miscellaneous Exhibit -- exhibit99-14 HTML 35K
17: EX-99.15 Miscellaneous Exhibit -- exhibit99-15 HTML 35K
18: EX-99.16 Miscellaneous Exhibit -- exhibit99-16 HTML 35K
19: EX-99.17 Miscellaneous Exhibit -- exhibit99-17 HTML 35K
20: EX-99.18 Miscellaneous Exhibit -- exhibit99-18 HTML 35K
21: EX-99.19 Miscellaneous Exhibit -- exhibit99-19 HTML 35K
4: EX-99.2 Miscellaneous Exhibit -- exhibit99-2 HTML 37K
5: EX-99.3 Miscellaneous Exhibit -- exhibit99-3 HTML 35K
6: EX-99.4 Miscellaneous Exhibit -- exhibit99-4 HTML 35K
7: EX-99.5 Miscellaneous Exhibit -- exhibit99-5 HTML 694K
8: EX-99.6 Miscellaneous Exhibit -- exhibit99-6 HTML 1.17M
9: EX-99.7 Miscellaneous Exhibit -- exhibit99-7 HTML 545K
10: EX-99.8 Miscellaneous Exhibit -- exhibit99-8 HTML 34K
11: EX-99.9 Miscellaneous Exhibit -- exhibit99-9 HTML 34K
27: R1 Document and Entity Information HTML 99K
28: R2 Consolidated Statements of Financial Position HTML 100K
29: R3 Consolidated Statements of Operations and HTML 76K
Comprehensive Income
30: R4 Consolidated Statements of Changes in Equity HTML 54K
31: R5 Consolidated Statements of Cash Flow HTML 90K
32: R6 Nature of operations HTML 38K
33: R7 Proposed business combination HTML 44K
34: R8 Basis of presentation HTML 47K
35: R9 Significant accounting policies HTML 104K
36: R10 Changes in accounting standards HTML 40K
37: R11 Significant accounting judgements and estimates HTML 50K
38: R12 Cash and cash equivalents HTML 42K
39: R13 Balances due from/to related party HTML 39K
40: R14 Financial assets HTML 47K
41: R15 Investment in joint venture HTML 173K
42: R16 Share capital HTML 38K
43: R17 Equity reserves and long-term incentive plan HTML 143K
awards
44: R18 Commitments and contingencies HTML 52K
45: R19 General and administrative ("G&A") expenses HTML 48K
46: R20 Exploration and evaluation ("E&E") expenditures HTML 47K
47: R21 Finance income and expense HTML 50K
48: R22 Income tax HTML 77K
49: R23 Income per share HTML 45K
50: R24 Supplemental cash flow information HTML 44K
51: R25 Segmented information HTML 99K
52: R26 Capital management HTML 39K
53: R27 Financial instruments HTML 97K
54: R28 Related party transactions HTML 43K
55: R29 Significant accounting policies (Policies) HTML 130K
56: R30 Basis of presentation (Tables) HTML 45K
57: R31 Significant accounting policies (Tables) HTML 39K
58: R32 Cash and cash equivalents (Tables) HTML 42K
59: R33 Financial assets (Tables) HTML 45K
60: R34 Investment in Joint Venture (Tables) HTML 166K
61: R35 Equity reserves and long-term incentive plan HTML 147K
awards (Tables)
62: R36 Commitments and contingencies (Tables) HTML 50K
63: R37 General and administrative ("G&A") expenses HTML 47K
(Tables)
64: R38 Exploration and evaluation ("E&E") expenditures HTML 46K
(Tables)
65: R39 Finance income and expense (Tables) HTML 50K
66: R40 Income tax (Tables) HTML 78K
67: R41 Income per share (Tables) HTML 44K
68: R42 Supplemental cash flow information (Tables) HTML 43K
69: R43 Segmented information (Tables) HTML 100K
70: R44 Financial instruments (Tables) HTML 88K
71: R45 Related party transactions (Tables) HTML 42K
72: R46 Nature of operations (Narrative) (Details) HTML 45K
73: R47 Proposed business combination (Narrative) HTML 68K
(Details)
74: R48 Basis of presentation - Disclosure of subsidiaries HTML 59K
(Details)
75: R49 Significant accounting policies - Disclosure of HTML 45K
detailed information about estimated useful life
or depreciation rate (Details)
76: R50 Cash and cash equivalents (Narrative) (Details) HTML 36K
77: R51 Cash and cash equivalents - Disclosure of cash and HTML 42K
cash equivalents (Details)
78: R52 Balances due from or to related party (Narrative) HTML 56K
(Details)
79: R53 Financial assets (Narrative) (Details) HTML 47K
80: R54 Financial assets - Disclosure of detailed HTML 50K
information about redeemable preference shares
with no fixed redemption date (Details)
81: R55 Investment in joint venture (Narrative) (Details) HTML 103K
82: R56 Investment in joint venture - Disclosure of HTML 42K
Investment in joint venture using equity method
(Details)
83: R57 Investment in joint venture - Disclosure of HTML 77K
Statement of operations of Joint Venture (Details)
84: R58 Investment in joint venture - Disclosure of Assets HTML 93K
and liabilities of joint venture (Details)
85: R59 Investment in joint venture - Disclosure of HTML 49K
Production costs of joint venture (Details)
86: R60 Investment in joint venture - Disclosure of HTML 52K
detailed information about summary of finance
expenses incurred by JV (Details)
87: R61 Investment in joint venture - Summary of HTML 48K
inventories held by AGM of joint venture (Details)
88: R62 Investment in joint venture - Disclosure of HTML 52K
movement in the lease liabilities of the AGM
(Details)
89: R63 Investment in joint venture - Summary of movement HTML 43K
in asset retirement obligation (Details)
90: R64 Investment in joint venture - Disclosure of HTML 58K
detailed information about cash flows of AGM of
joint venture (Details)
91: R65 Share capital (Narrative) (Details) HTML 38K
92: R66 Equity reserves and long-term incentive plan HTML 74K
awards (Narrative) (Details)
93: R67 Equity reserves and long-term incentive plan HTML 56K
awards - disclosure of number and weighted average
exercise prices of share options (Details)
94: R68 Equity reserves and long-term incentive plan HTML 46K
awards - disclosure of detailed information about
options, valuation assumptions (Details)
95: R69 Equity reserves and long-term incentive plan HTML 76K
awards - disclosure of range of exercise prices of
outstanding share options (Details)
96: R70 Equity reserves and long-term incentive plan HTML 46K
awards - disclosure of amount and movement in
restricted share units (Details)
97: R71 Equity reserves and long-term incentive plan HTML 46K
awards - disclosure of movement in RSUs liability
(Details)
98: R72 Equity reserves and long-term incentive plan HTML 48K
awards - disclosure of amount and movement in
performance share units (Details)
99: R73 Equity reserves and long-term incentive plan HTML 45K
awards - disclosure of movement in PSUs liability
(Details)
100: R74 Equity reserves and long-term incentive plan HTML 46K
awards - disclosure of amount and movement in
deferred share units (Details)
101: R75 Equity reserves and long-term incentive plan HTML 42K
awards - disclosure of movement in DSUs liability
(Details)
102: R76 Equity reserves and long-term incentive plan HTML 40K
awards - disclosure of movement in phantom share
unit liability (Details)
103: R77 Commitments and contingencies (Narrative) HTML 39K
(Details)
104: R78 Commitments and contingencies - Disclosure of HTML 52K
detailed information about commitments (Details)
105: R79 General and administrative ("G&A") expenses - HTML 51K
Disclosure of detailed information about general
and administrative expense (Details)
106: R80 Exploration and evaluation ("E&E") expenditures - HTML 46K
Disclosure of exploration and evaluation
expenditures (Details)
107: R81 Finance income and expense - Disclosure of HTML 41K
detailed information about finance income
(Details)
108: R82 Finance income and expense- Disclosure of detailed HTML 43K
information about finance expense (Details)
109: R83 Income tax (Narrative) (Details) HTML 42K
110: R84 Income tax - Disclosure of detailed information HTML 68K
about effective income tax expense (Recovery)
(Details)
111: R85 Income tax - Disclosure of deferred taxes HTML 46K
(Details)
112: R86 Income tax - Disclosure of temporary difference, HTML 54K
unused tax losses and unused tax credits (Details)
113: R87 Income per share (Narrative) (Details) HTML 39K
114: R88 Income per share - Disclosure of Earnings per HTML 44K
share (Details)
115: R89 Supplemental cash flow information - Disclosure of HTML 44K
changes in noncash working capital (Details)
116: R90 Segmented information (Narrative) (Details) HTML 38K
117: R91 Segmented information - Disclosure of geographic HTML 63K
allocation of total assets and liabilities
(Details)
118: R92 Segmented information - Disclosure of geographic HTML 77K
allocation of the statement of operations and
comprehensive income (Loss) (Details)
119: R93 Capital management (Narrative) (Details) HTML 37K
120: R94 Financial instruments (Narrative) (Details) HTML 62K
121: R95 Financial instruments - Disclosure of detailed HTML 84K
information about financial instruments by
category (Details)
122: R96 Financial instruments - Disclosure of nature and HTML 67K
extent of risks arising from financial instruments
(Details)
123: R97 Related party transactions - Disclosure of HTML 41K
information about key management personnel
(Details)
125: XML IDEA XML File -- Filing Summary XML 220K
128: XML XBRL Instance -- form40f_htm XML 2.11M
124: EXCEL IDEA Workbook of Financial Report Info XLSX 198K
23: EX-101.CAL XBRL Calculations -- gau-20231231_cal XML 144K
24: EX-101.DEF XBRL Definitions -- gau-20231231_def XML 929K
25: EX-101.LAB XBRL Labels -- gau-20231231_lab XML 3.53M
26: EX-101.PRE XBRL Presentations -- gau-20231231_pre XML 1.30M
22: EX-101.SCH XBRL Schema -- gau-20231231 XSD 460K
126: JSON XBRL Instance as JSON Data -- MetaLinks 448± 675K
127: ZIP XBRL Zipped Folder -- 0001062993-24-007145-xbrl Zip 672K
| Galiano Gold Inc.: Exhibit 97.1 - Filed by newsfilecorp.com |
GALIANO GOLD INC.
INCENTIVE COMPENSATION RECOVERY POLICY
1. Introduction.
The Board of Directors of Galiano Gold Inc. (the "Company") believes that it is in the best interests of the Company and its shareholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company's compensation philosophy. The Board has therefore adopted this policy, which provides for the recovery of erroneously awarded incentive compensation in the event that the Company is required to prepare an accounting restatement due to material noncompliance of the Company with any financial reporting requirements under the federal securities laws and/or in the event of detrimental conduct by executive officers or other key employees (the "Policy"). This Policy is designed to comply with Section 10D of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), related rules and the listing standards of the NYSE American Stock Exchange or any other securities exchange on which the Company's shares are listed in the future.
2. Administration.
This Policy shall be administered by the Board or, if so designated by the Board, the Compensation, Governance and Nominating Committee (the "Committee"), in which case, all references herein to the Board shall be deemed references to the Committee. Any determinations made by the Board shall be final and binding on all affected individuals.
3. Covered Executives.
Unless and until the Board determines otherwise, for purposes of this Policy, the term "Covered Executive" means a current or former employee who is or was identified by the Company as the Company's president, principal financial officer, principal accounting officer (or if there is no such accounting officer, the controller), any vice-president of the Company in charge of a principal business unit, division, or function (such as sales, administration, or finance), any other officer who performs a policy-making function, or any other person (including any executive officer of the Company's subsidiaries or affiliates) who performs similar policy-making functions for the Company. "Policy-making function" excludes policy-making functions that are not significant. "Covered Executives" will include, at minimum, the executive officers identified by the Company pursuant to Item 401(b) of Regulation S-K of the Exchange Act. For the avoidance of doubt, "Covered Executives" will include at least the following Company officers: President and Chief Executive Officer, and Chief Financial Officer
This Policy covers Incentive Compensation received by a person after beginning service as a Covered Executive and who served as a Covered Executive at any time during the performance period for that Incentive Compensation.
4. Recovery: Accounting Restatement.
In the event of an "Accounting Restatement," the Company will recover reasonably promptly any excess Incentive Compensation received by any Covered Executive during the three completed fiscal years immediately preceding the date on which the Company is required to prepare an Accounting Restatement, including transition periods resulting from a change in the Company's fiscal year as provided in Rule 10D-1 of the Exchange Act. Incentive Compensation is deemed "received" in the Company's fiscal period during which the Financial Reporting Measure specified in the Incentive Compensation award is attained, even if the payment or grant of the Incentive Compensation occurs after the end of that period.
(a) Definition of Accounting Restatement.
For the purposes of this Policy, an "Accounting Restatement" means the Company is required to prepare an accounting restatement of its financial statements filed with the Securities and Exchange Commission (the "SEC") due to the Company's material noncompliance with any financial reporting requirements under the federal securities laws (including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period).
The determination of the time when the Company is "required" to prepare an Accounting Restatement shall be made in accordance with applicable SEC and national securities exchange rules and regulations.
An Accounting Restatement does not include situations in which financial statement changes did not result from material non-compliance with financial reporting requirements, such as, but not limited to retrospective: (i) application of a change in accounting principles; (ii) revision to reportable segment information due to a change in the structure of the Company's internal organization; (iii) reclassification due to a discontinued operation; (iv) application of a change in reporting entity, such as from a reorganization of entities under common control; (v) adjustment to provision amounts in connection with a prior business combination; and (vi) revision for stock splits, stock dividends, reverse stock splits or other changes in capital structure.
(b) Definition of Incentive Compensation.
For purposes of this Policy, "Incentive Compensation" means any compensation that is granted, earned, or vested based wholly or in part upon the attainment of a Financial Reporting Measure, including, for example, bonuses or awards under the Company's short and long-term incentive plans, grants and awards under the Company's equity incentive plans, and contributions of such bonuses or awards to the Company's deferred compensation plans or other employee benefit plans. Incentive Compensation does not include awards which are granted, earned and vested without regard to attainment of Financial Reporting Measures, such as time-vesting awards, discretionary awards and awards based wholly on subjective standards, strategic measures or operational measures.
(c) Financial Reporting Measures.
"Financial Reporting Measures" are those that are determined and presented in accordance with the accounting principles used in preparing the Company's financial statements (including non-GAAP financial measures) and any measures derived wholly or in part from such financial measures. For the avoidance of doubt, Financial Reporting Measures include stock price and total shareholder return. A measure need not be presented within the financial statements or included in a filing with the SEC to constitute a Financial Reporting Measure for purposes of this Policy.
(d) Excess Incentive Compensation: Amount Subject to Recovery.
The amount(s) to be recovered from the Covered Executive will be the amount(s) by which the Covered Executive's Incentive Compensation for the relevant period(s) exceeded the amount(s) that the Covered Executive otherwise would have received had such Incentive Compensation been determined based on the restated amounts contained in the Accounting Restatement. All amounts shall be computed without regard to taxes paid.
For Incentive Compensation based on Financial Reporting Measures such as stock price or total shareholder return, where the amount of excess compensation is not subject to mathematical recalculation directly from the information in an Accounting Restatement, the Board will calculate the amount to be reimbursed based on a reasonable estimate of the effect of the Accounting Restatement on such Financial Reporting Measure upon which the Incentive Compensation was received. The Company will maintain documentation of that reasonable estimate and will provide such documentation to the applicable national securities exchange.
(e) Method of Recovery.
The Board will determine, in its sole discretion, the method(s) for recovering reasonably promptly excess Incentive Compensation hereunder. Such methods may include, without limitation:
(i) requiring reimbursement of compensation previously paid;
(ii) forfeiting any compensation contribution made under the Company's deferred compensation plans, as well as any matching amounts and earnings thereon;
(iii) subject to applicable law, offsetting the recovered amount from any compensation that the Covered Executive may earn or be awarded in the future (including, for the avoidance of doubt, recovering amounts earned or awarded in the future to such individual equal to compensation paid or deferred into tax-qualified plans or plans subject to the Employee Retirement Income Security Act of 1974 (collectively, "Exempt Plans"); provided that, no such recovery will be made from amounts held in any Exempt Plan of the Company);
(iv) taking any other remedial and recovery action permitted by law, as determined by the Board; or
(v) some combination of the foregoing.
5. Recovery: Detrimental Conduct.
In the event the Board makes a good faith determination that a Covered Executive has engaged in Detrimental Conduct, then the Company may recover all or a portion of their Incentive Compensation, or benefits in which they have become vested under the terms of the Company's Deferred Compensation Plan.
The term "Detrimental Conduct" means any of the following in relation to the Covered Executive:
(a) their deliberate and continued failure substantially to perform their duties and responsibilities, which failure has had an adverse effect on the Company;
(b) their knowing and willful violation of any law, government regulation, the Company Code of Conduct or Company policy;
(c) their act of fraud or dishonesty resulting, or intended to result in, their personal enrichment at the expense of the Company; or
(d) their gross misconduct in performance of their duties that results in economic harm to the Company.
6. No Indemnification or Advance.
Subject to applicable law, the Company shall not indemnify, including by paying or reimbursing for premiums for any insurance policy covering any potential losses, any Covered Executives against the loss of any erroneously awarded Incentive Compensation, nor shall the Company advance any costs or expenses to any Covered Executives in connection with any action to recover excess Incentive Compensation.
7. Interpretation.
The Board is authorized to interpret and construe this Policy and to make all determinations necessary, appropriate or advisable for the administration of this Policy. It is intended that this Policy be interpreted in a manner that is consistent with the requirements of Section 10D of the Exchange Act and any applicable rules or standards adopted by the SEC or any national securities exchange on which the Company's securities are listed.
8. Effective Date.
The effective date of this Policy is November 14, 2023 (the "Effective Date"). This Policy applies to Incentive Compensation received by Covered Executives on or after the Effective Date that results from attainment of a Financial Reporting Measure based on or derived from financial information for any fiscal period ending on or after the Effective Date. Without limiting the scope or effectiveness of this Policy, Incentive Compensation granted or received by Covered Executives prior to the Effective Date remains subject to the Company's prior Recovery PolicyI. In addition, this Policy is intended to be and will be incorporated as an essential term and condition of any Incentive Compensation agreement, plan or program that the Company establishes or maintains on or after the Effective Date.
9. Amendment and Termination.
The Board may amend this Policy from time to time in its discretion, and shall amend this Policy as it deems necessary to reflect changes in regulations adopted by the SEC under Section 10D of the Exchange Act and to comply with any rules or standards adopted by NYSE American Stock Exchange or any other securities exchange on which the Company's shares are listed in the future.
10. Other Recovery Rights.
The Board intends that this Policy will be applied to the fullest extent of the law. Upon receipt of this Policy, each Covered Executive is required to complete the Receipt and Acknowledgement attached as Schedule A to this Policy. The Board may require that any employment agreement or similar agreement relating to Incentive Compensation received on or after the Effective Date shall, as a condition to the grant of any benefit thereunder, require a Covered Executive to agree to abide by the terms of this Policy. Any right of recovery under this Policy is in addition to, and not in lieu of, any (i) other remedies or rights of compensation recovery that may be available to the Company pursuant to the terms of any similar policy in any employment agreement, or similar agreement relating to Incentive Compensation, unless any such agreement expressly prohibits such right of recovery, and (ii) any other legal remedies available to the Company. The provisions of this Policy are in addition to (and not in lieu of) any rights to repayment the Company may have under Section 304 of the Sarbanes-Oxley Act of 2002 and other applicable laws.
11. Impracticability.
The Company shall recover any excess Incentive Compensation in accordance with this Policy, except to the extent that certain conditions are met and the Board has determined that such recovery would be impracticable, all in accordance with Rule 10D-1 of the Exchange Act and NYSE American Stock Exchange or any other securities exchange on which the Company's shares are listed in the future.
12. Successors.
This Policy shall be binding upon and enforceable against all Covered Executives and their beneficiaries, heirs, executors, administrators or other legal representatives.
Schedule A
INCENTIVE-BASED COMPENSATION CLAWBACK POLICY
RECEIPT AND ACKNOWLEDGEMENT
I, __________________________________________, hereby acknowledge that I have received and read a copy of the Incentive Compensation Recovery Policy. As a condition of my receipt of any Incentive Compensation as defined in the Policy, I hereby agree to the terms of the Policy. I further agree that if recovery of excess Incentive Compensation is required pursuant to the Policy, the Company shall, to the fullest extent permitted by governing laws, require such recovery from me up to the amount by which the Incentive Compensation received by me, and amounts paid or payable pursuant or with respect thereto, constituted excess Incentive Compensation. If any such reimbursement, reduction, cancelation, forfeiture, repurchase, recoupment, offset against future grants or awards and/or other method of recovery does not fully satisfy the amount due, I agree to immediately pay the remaining unpaid balance to the Company.
| Signature | Date |
| This ‘40-F’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 3/26/24 | |||
| For Period end: | 12/31/23 | 6-K | ||
| 11/14/23 | 6-K | |||
| List all Filings | ||||