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Alexco's corporate governance practices have been and continue to be in compliance with applicable Canadian and U.S. requirements. Alexco continues to monitor developments in Canada and the U.S. with a view to further revising its governance policies and practices, as appropriate.

Under NYSE rules, Alexco is required to disclose any significant ways in which its corporate governance practices differ from those followed by U.S. domestic companies under the NYSE's listing standards. The significant ways in which Alexco's governance practices differ from those followed by U.S. domestic companies pursuant to the NYSE's listing standards are as follows:

Shareholder Meeting Quorum Requirement: The NYSE minimum quorum requirement for a shareholder meeting is one-third of the outstanding shares of common stock. In addition, a company listed on the NYSE MKT is required to state its quorum requirement in its bylaws. Alexco's quorum requirement is set forth in its charter documents under the laws of the Province of British Columbia, Canada. A quorum for a meeting of shareholders of Alexco is one person present or represented by proxy.

Proxy Delivery Requirement: The NYSE requires the solicitation of proxies and delivery of proxy statements for all shareholder meetings, and requires that these proxies shall be solicited pursuant to a proxy statement that conforms to SEC proxy rules. Alexco is a "foreign private issuer" as defined in Rule 3b-4 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the equity securities of Alexco are accordingly exempt from the proxy rules set forth in Sections 14(a), 14(b), 14(c) and 14(f) of the Exchange Act. Alexco solicits proxies in accordance with applicable rules and regulations in Canada.

The foregoing are consistent with the laws, customs and practices in Canada.

Code of Business Conduct and Ethics [+] Show More


Alexco Resource Corp. and all its subsidiaries (collectively "Alexco") are committed to the highest standards of legal and ethical business conduct. This Code of Business Conduct and Ethics ("Code") summarizes the legal, ethical and regulatory standards that Alexco must follow and is a reminder to our directors, officers and employees, of the seriousness of that commitment. Compliance with this Code and high standards of business conduct is mandatory for every Alexco director, officer and employee.

INTRODUCTION

Our business is becoming increasingly complex, both in terms of the geographies in which we function and the laws with which we must comply. To help our directors, officers and employees understand what is expected of them and to carry out their responsibilities, we have created this Code of Business Conduct and Ethics. Additionally, we have appointed the Company's Chief Financial Officer (CFO) to serve as the Company Ethics Officer to ensure adherence to the Code.

This Code is not intended to be a comprehensive guide to all our policies and to all our responsibilities under appropriate laws or regulation. It provides general parameters to help resolve the ethical and legal issues encountered in conducting our business. Think of this Code as a guideline, or a minimum requirement, that must always be followed. If you have any questions about anything in the Code or appropriate actions in light of the Code, you may contact the Company Ethics Officer or the Chair of the Audit Committee.

We expect each of our directors, officers and employees to read and become familiar with the ethical standards described in this Code and to affirm his or her agreement to adhere to these standards by signing the Compliance Certificate that appears at the end of this Code. Violations of the law, our corporate policies, or this Code may lead to disciplinary action, including dismissal.

I. We Insist on Honest and Ethical Conduct By All of Our Directors, Officers, Employees and Other Representatives

We place the highest value on the integrity of our directors, our officers and our employees and demand this level of integrity in all our dealings. We insist on not only ethical dealings with others, but on the ethical handling of actual or apparent conflicts of interest between personal and professional relationships.

A) Fair Dealing

Directors, officers and employees are required to deal honestly and fairly with our business partners, competitors and other third parties. In our dealings with these parties, we:
  • prohibit the making or offering of bribes, kickbacks or any other form of improper payment, directly or indirectly, to any representative of a government, business partner or other third party in order to obtain a contract, some other commercial benefit or government action;
  • prohibit our directors, officers and employees from accepting any bribe, kickback or improper payment from anyone;
  • prohibit gifts or favors of more than nominal value to or from our business partners;
  • limit travel, marketing, and entertainment expenditures to those that are reasonable, necessary, prudent, and job-related;
  • require clear and precise communication in our contracts, our advertising, our literature, and our other public statements and seek to eliminate misstatement of fact or misleading impressions;
  • protect all proprietary data provided to us by third parties as reflected in our agreements with them; and
  • prohibit our representatives from otherwise taking unfair advantage of our business partners or other third parties, through inaccurate billing, manipulation, concealment, abuse of privileged information or any other unfair-dealing practice.
B) Conflicts of Interest; Corporate Opportunities

Our directors, officers and employees should not be involved in any activity that creates or gives the appearance of a conflict of interest between their personal interests and the interests of Alexco In particular, unless prior specific permission has been provided by the Company as provided below, no employee, director or officer shall:
  • be a consultant to, or a director, officer or employee of, or otherwise operate an outside business that:
    • competes with Alexco;
    • supplies products or services to Alexco; or
    • purchases products or services from Alexco;
  • have any financial interest, including significant stock ownership, which means 10% or more of the commons stock, in any entity with which we do business that might create or give the appearance of a conflict of interest;
  • seek or accept any personal loan or services from any entity with which we do business, except from financial institutions or service providers offering similar loans or services to third parties under similar terms in the ordinary course of their respective businesses;
  • be a consultant to, or a director, officer or employee of, or otherwise operate an outside business if the demands of the outside business would interfere with the director's, officer's or employee's responsibilities to us (if in doubt, consult your supervisor, the Company Ethics Officer or the Chair of our Audit Committee);
  • accept any personal loan or guarantee of obligations from Alexco, except to the extent such arrangements are legally permissible; or
  • conduct business on behalf of Alexco with immediate family members, which include spouses, children, parents, siblings and persons sharing the same home whether or not legal relatives;
Employees must notify the Company Ethics Officer, and directors and officers must notify the Chair of the Audit Committee, of the existence of any actual or potential conflict of interest. The Company Ethics Officer may permit or waive such conflicts for employees, but only the Audit Committee shall have the authority to grant such permission or waiver to a director or officer.

C) Confidentiality and Corporate Assets

Our directors, officers and employees are entrusted with our confidential information and with the confidential information of our business partners. This information may include (1) technical or scientific information about current and future projects, (2) business or marketing plans or projections, (3) earnings and other internal financial data, (4) personnel information, (5) supply and customer lists and (6) other non-public information that, if disclosed, might be of use to our competitors, or harmful to our business partners. This information is our property, or the property of our business partners and in many cases was developed at great expense. Our directors, officers and employees shall:
  • not discuss confidential information with or in the presence of any unauthorized persons, including family members and friends;
  • use confidential information only for our legitimate business purposes and not for personal gain;
  • not disclose confidential information to third parties; and
  • not use Alexco property or resources for any personal benefit or the personal benefit of anyone else. Alexco property includes the Alexco internet, email, and voicemail services, which should be used for business related activities, and which may be monitored by Alexco at any time without notice.
II. We Provide Full, Fair, Accurate, Timely and Understandable Disclosure

We are committed to providing our shareholders and investors with full, fair, accurate, timely and understandable disclosure in the reports that we file with the United States Securities and Exchange Commission and with the Canadian provincial securities regulators. To this end, where the individual is involved in these activities, our directors, officers and employees shall:
  • not make false or misleading entries in our books and records for any reason;
  • not condone any undisclosed or unrecorded bank accounts or assets established for any purpose;
  • comply with generally accepted accounting principles at all times;
  • notify our Chief Financial Officer if there is an unreported transaction;
  • maintain a system of internal accounting controls that will provide reasonable assurances to management that all transactions are properly recorded;
  • maintain books and records that accurately and fairly reflect our transactions;
  • prohibit the establishment of any undisclosed or unrecorded funds or assets;
  • maintain a system of internal controls that will provide reasonable assurances to our management that material information about Alexco is made known to management, particularly during the periods in which our periodic reports are being prepared;
  • present information in a clear and orderly manner and avoid the use of unnecessary legal and financial language in our periodic reports; and
  • not communicate to the public any nonpublic information unless expressly authorized to do so.
III. We Comply With all Laws, Rules and Regulations

We will comply with all laws and governmental regulations that are applicable to our activities, and expect all our directors, officers and employees to obey the law. Specifically, we are committed to:
  • maintaining a safe and healthy work environment;
  • promoting a workplace that is free from discrimination or harassment based on race, color, religion, sex, age, national origin, disability or other factors that are prohibited under applicable human rights legislation;
  • supporting fair competition and laws prohibiting restraints of trade and other unfair trade practices;
  • conducting our activities in full compliance with all applicable environmental laws;
  • keeping the political activities of our directors, officers and employees separate from our business;
  • prohibiting any illegal payments, gifts, or gratuities to any government officials or political party;
  • prohibiting the unauthorized use, reproduction, or distribution of any third party's trade secrets, copyrighted information or confidential information;
  • prohibiting the sale or export, either directly or through our representatives, of our products to countries where technology related goods such as ours may not be sold; and
  • complying with all applicable securities laws.
Our directors, officers and employees are prohibited from trading our securities while in possession of material, nonpublic ("inside") information about Alexco.

REPORTING AND EFFECT OF VIOLATIONS

Compliance with this Code is, first and foremost, the individual responsibility of every director, officer and employee. We attempt to foster a work environment in which ethical issues and concerns may be raised and discussed with supervisors or with others without the fear of retribution. It is our responsibility to provide a system of reporting and access when you wish to report a suspected violation, or to seek counseling, and the normal chain of command cannot, for whatever reason, be used.

I. Administration

Our Board of Directors and Audit Committee have established the standards of business conduct contained in this Code and oversee compliance with this Code. Additionally, we have appointed the Company's CFO to serve as the Company Ethics Officer to ensure adherence to the Code. While serving in this capacity, the Company Ethics Officer reports directly to the Board of Directors.

Training on this Code will be included in the orientation of new employees and provided to existing directors, officers, and employees on an on-going basis. To ensure familiarity with the Code, directors, officers, and employees will be asked to read the Code and sign a Compliance Certificate annually.

II. Questions

Directors, officers, and employees may contact the Company Ethics Officer or the Chair of the Audit Committee with questions about this Code or a business practice. Any questions will be addressed immediately and seriously, and can be made anonymously.

III. Reporting and Handling of Alleged Violations

Directors, officers, and employees must report conduct which they know or suspect violates applicable laws, government rules and regulations, or this Code, as soon as practicable in accordance with the Company Whistleblower Policy.

IV. Consequences of a Violation

Directors, officers and employees that violate any laws, governmental regulations or this Code will face appropriate, case-specific disciplinary action, which may include reprimand, suspension without pay, demotion or immediate discharge.

Adopted by the Board of Directors effective December 27, 2012.


Names and Addresses

Reporting Contacts:
Company Ethics Officer:
Michael Clark
Suite 1225, Two Bentall Centre
555 Burrard Street, Box 216
Vancouver, British Columbia
V7X 1M9
Phone: (604) 633-4888
E-mail:

The Chair of our Audit Committee:
PRIVATE & CONFIDENTIAL
Terry Krepiakevich
Audit Committee Chair
Suite 1225, Two Bentall Centre
555 Burrard Street, Box 216
Vancouver, British Columbia
V7X 1M9
Phone: (604) 633-4888
E-mail:

Additional Reporting Contacts:

Our Outside Counsel in Canada:

DuMoulin Black
Attn: Corey Dean
10th Floor, 595 Howe Street
Vancouver, British Columbia V6C 2T5
Phone (604) 687-1224
E-mail:

Whistleblower Policy [+] Show More


1.0 INTRODUCTION

The Company is committed to maintaining the highest standards of business conduct and ethics in full accordance with the Company's Code of Business Conduct and Ethics, as well as full compliance with all applicable government laws, rules and regulations, corporate reporting and disclosure, accounting, internal accounting controls, or auditing matters. Pursuant to its Charter, the Audit Committee of the Board of Directors of Company is responsible for ensuring that a confidential and anonymous process exists whereby its directors, officers, and employees, can raise questions or report concerns relating to known or suspected violations with respect to any such matters ("Concerns"). In order to carry out its responsibilities under its Charter, the Committee has adopted this Whistleblower Policy (the "Policy").

For the purposes of this Policy, the term "Concerns" is intended to be broad and comprehensive and shall include any conduct, which in the view of the complainant, is illegal, unethical, contrary to the policies of the Company or in some other manner not right or proper. Examples include, but are not limited to, the following:
  • violation of any applicable law, rule, or regulation that relates to corporate reporting, disclosure, or other conduct;
  • violation of the Company's Code of Business Conduct and Ethics;
  • fraud or deliberate error in the preparation, evaluation, review or audit of any financial statement of the Company or any of its subsidiaries;
  • fraud or deliberate error in the recording and maintaining of financial records of the Company or any of its subsidiaries;
  • deficiencies in or noncompliance with the Company or any of its subsidiaries' internal policies and controls;
  • misrepresentation or a false statement by or to a director, officer or employee of the Company or any of its subsidiaries respecting a matter contained in the financial records, reports or audit reports;
  • deviation from full and fair reporting of the Company's consolidated financial condition
  • fraud or deliberate error in the preparation, evaluation, or audit of any drilling, assaying, resource estimates, or other geological reports of the Company or any of its subsidiaries; and
  • fraud or deliberate error in the reporting of environmental practices or results of the Company or any of its subsidiaries.
2.0 COMMUNICATION OF THE POLICY

To ensure that all directors, officers, and employees of the Company are aware of this Policy, a copy of the Policy will be made available to all such persons, and they will be informed whenever significant changes are made to this Policy. A copy of the Policy will also be provided to new directors, officers, and employees and they will be educated about its importance.

3.0 REPORTING AND HANDLING OF CONCERNS

3.1 Reporting Concerns (Complaints)

Directors, officers, and employees must report their Concerns as soon as practicable in accordance with the procedures below.

Reporting by Employees

The Company's policy is that employees should first share their Concerns with the employee's supervisor. However, if the complainant is not comfortable speaking with the supervisor, is not satisfied with the response of the supervisor, or the supervisor is the subject of the Concern, the complainant should report the Concern as detailed below.

Reporting by Directors, Officers, Supervisors and Managers

Directors, officers, supervisors and managers are required to report all Concerns directly to the Company's Ethics Officer or Audit Committee Chair, as detailed below.
  • if the Concern is related to accounting or auditing matters, the complainant should report the concern to the Audit Committee Chair as shown below:

    In Writing: Alexco Resource Corp.
    Attention: Chair of the Audit Committee
    Suite 1225, Two Bentall Centre
    555 Burrard Street, Box 216
    Vancouver, BC, V7X 1M9
    By Telephone:(604) 633-4888
    By E-mail:
  • if the Concern is related to any other matter, the complainant should report the concern to the Company Ethics Officer as shown below:

    In Writing: Alexco Resource Corp.
    Attention: Company Ethics Officer
    Suite 1225, Two Bentall Centre
    555 Burrard Street, Box 216
    Vancouver, BC, V7X 1M9
    By Telephone:(604) 633-4888
    By E-mail:
In the event the Chair of the Audit Committee or the Company Ethics Officer is the source of the Concern, is in an actual or potential conflict of interest, or is unavailable, or if for any other reason the complainant is not comfortable with reporting the Concern to either of those individuals, the complainant may report the Concern directly to the Chairman of the Board of Directors of Alexco by E-mail at BoardChair@alexcoresource.com.

3.2 Anonymity and Confidentiality

Subject to applicable law, a complaint may be made anonymously and, if not made anonymously, the identity of the person submitting the complaint will be kept confidential.

3.3 Investigation of the Complaint

Upon receipt of a complaint, the Company Ethics Officer or Chair of the Audit Committee ("Chair"), as the case may be, shall, as soon as possible:

(a) investigate the complaint with the assistance of whomever the Ethics Officer or Chair thinks appropriate including, but not limited to, external legal counsel or experts at the expense of the Company;

(b) implement such corrective measures and do such things in an expeditious manner as the Ethics Officer or Chair deems necessary or desirable to address the Concern; and

(c) where possible, and when determined by the Ethics Officer or Chair to be appropriate, given notice of any such corrective measures to the person who submitted the complaint.

Records of all complaints made and the resulting action or determination with respect to the complaint shall be documented and kept in the records of the Ethics Officer or Audit Committee, as the case may be, for a period of at least seven years and otherwise pursuant to the Company's record retention policy, if any.

4.0 NO ADVERSE CONSEQUENCES

The Company will not discharge, discipline, demote, suspend, threaten or in any manner discriminate against any person who submits in good faith a Concern or provides assistance to the company Ethics Officer, Chair of the Audit Committee, management, or any other person or group, including any governmental, regulatory or law enforcement body, investigating a Concern.

5.0 REVIEW OF POLICY

The Audit Committee will review and evaluate this Policy on an annual basis to determine whether the Policy is effective in providing a confidential and anonymous procedure to report Concerns.

6.0 QUERIES

Questions about how this Policy should be followed in a particular case should be directed to the Company Ethics Officer or the Chair of the Audit Committee, as appropriate.

7.0 EFFECTIVE DATE

Adopted and implemented by the Board on December 27, 2012.

Advance Notice Policy [+] Show More


INTRODUCTION

Alexco Resource Corp. (the "Company") is committed to: (i) facilitating an orderly and efficient process for holding annual general meetings and, when the need arises, special meetings of its shareholders; (ii) ensuring that all shareholders receive adequate advance notice of the director nominations and sufficient information regarding all director nominees; and (iii) allowing shareholders to register an informed vote for directors of the Company after having been afforded reasonable time for appropriate deliberation.

PURPOSE

The purpose of this Advance Notice Policy (the "Policy") is to provide shareholders, directors and management of the Company with a clear framework for nominating directors of the Company. This Policy fixes a deadline by which director nominations 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 for the notice to be in proper written form in order for any director nominee to be eligible for election at any annual or special meeting of shareholders.

It is the position of the board of directors of the Company (the "Board") that this Policy is in the best interests of the Company, its shareholders and other stakeholders. This Policy will be subject to an annual review by the Board, which shall revise the Policy if required to reflect changes by securities regulatory authorities or stock exchanges, and to address changes in industry standards from time to time as determined by the Board.

NOMINATIONS OF DIRECTORS

  1. Only persons who are qualified to act as directors under the Business Corporations Act (British Columbia) (the "Act") and who are nominated in accordance with the following procedures shall be eligible for election as directors of the Company. At any annual meeting of shareholders, or at any special meeting of shareholders at which directors are to be elected, nominations of persons for election to the Board may be made only:
    1. by or at the direction of the Board, including pursuant to a notice of meeting;
    2. by or at the direction or request of one or more shareholders pursuant to a valid "proposal" as defined in the Act and made in accordance with Part 5, Division 7 of the Act;
    3. pursuant to a requisition of the shareholders that complies with and is made in accordance with section 167 of the Act, as such provisions may be amended from time to time; or
    4. by any person (a "Nominating Shareholder") who:
      1. at the close of business on the date of the giving by the Nominating Shareholder of the notice provided for below and at the close of business on the record date fixed by the Company for such meeting, (a) is a "registered owner" (as defined in the Act) of one or more shares of the Company carrying the right to vote at such meeting, or (b) beneficially owns shares carrying the right to vote at such meeting and provides evidence of such ownership that is satisfactory to the Company, acting reasonably. In cases where a Nominating Shareholder is not an individual, the notice set forth in paragraph 4 below must be signed by an authorized representative, being a duly authorized director, officer, manager, trustee or partner of such entity who provides such evidence of such authorization that is satisfactory to the Company, acting reasonably; and
      1. in either case, complies with the notice procedures set forth below in this Policy.
  1. In addition to any other requirements under applicable laws, for a nomination to be validly made by a Nominating Shareholder in accordance with this Policy, the Nominating Shareholder must have given notice thereof that is both timely (in accordance with paragraph 3 below) and in proper written form (in accordance with paragraph 4 below) to the Corporate Secretary of the Company at the principal executive offices of the Company.
  2. To be timely, a Nominating Shareholder's notice to the Corporate Secretary of the Company must be made:
    1. in the case of an annual meeting of shareholders, not less than thirty (30) days nor more than sixty-five (65) days prior to the date of the annual meeting of shareholders; provided, however, that in the event that the annual meeting of shareholders is to be held on a date that is less than fifty (50) days after the date (the "Notice Date") on which the first public announcement (as defined below) of the date of the annual meeting was made, notice by the Nominating Shareholder may be given not later than the close of business on the tenth (10th) day following the Notice Date; and
    2. in the case of a special meeting (which is not also an annual meeting) of shareholders called for the purpose of electing directors (whether or not called for other purposes), not later than the close of business on the fifteenth (15th) day following the day on which the first public announcement of the date of the special meeting of shareholders was made.

The time periods for the giving of a Nominating Shareholder's notice set forth above shall in all cases be determined based on the original date of the applicable annual meeting and/or special meeting of shareholders, and in no event shall any adjournment or postponement of a meeting of shareholders, or the reconvening of any adjourned or postponed meeting of shareholders, or the announcement thereof, commence a new time period for the giving of a Nominating Shareholder's notice as described above.

  1. To be in proper written form, a Nominating Shareholder's notice must be addressed to the Corporate Secretary of the Company, and must set forth:
    1. as to each person whom the Nominating Shareholder proposes to nominate for election as a director: (i) the name, age, business address and residential address of the person; (ii) the present principal occupation or employment of the person and the principal occupation or employment within the five years preceding the notice; (iii) the citizenship of such person; (iv) the class or series and number of shares in the capital of the Company which are, directly or indirectly, controlled or directed or which are owned, beneficially or of record, by the person as of the record date for the meeting of shareholders (if such date shall then have been made publicly available and shall have occurred) and as of the date of such notice; and (v) a statement as to whether such person would be "independent" of the Company (within the meaning of sections 1.4 and 1.5 of National Instrument 52-110, Audit Committees, of the Canadian Securities Administrators, as such provisions may be amended from time to time) if elected as a director at such meeting and the reasons and basis for such determination;
    2. the full particulars regarding any oral or written proxy, contract, agreement, arrangement, understanding or relationship pursuant to which such Nominating Shareholder has a right to vote or direct the voting of any shares of the Company; and
    3. any other information relating to such Nominating Shareholder that would be required to be made in a dissident's proxy circular in connection with solicitations of proxies for election of directors pursuant to the Act and Applicable Securities Laws.

The Company may require any proposed nominee to furnish such other information as may reasonably be required by the Company to determine the eligibility of such proposed nominee to serve as a director of the Company or that would reasonably be expected to be material to a reasonable shareholder's understanding of the experience, independence and/or qualifications, or lack thereof, of such proposed nominee.  As soon as practicable following receipt of a Nominating Shareholder's notice (and such other information referred to above, as applicable) that complies with this Policy, the Company shall publish the details of such notice through a public announcement.

  1. No person shall be eligible for election as a director of the Company unless nominated in accordance with the provisions of this Policy; provided, however, that nothing in this Policy shall be deemed to preclude discussion by a shareholder (as distinct from the nomination of directors) at a meeting of shareholders of any matter in respect of which such shareholder would have been entitled to submit a proposal pursuant to the provisions of the Act or at the discretion of the Chairman. The Chairman of the meeting shall have the power and duty to determine whether a nomination was made in accordance with the procedures set forth in the provisions of this Policy and, if the Chairman determines that any proposed nomination was not made in compliance with this Policy, to declare that such defective nomination shall be disregarded.
  2. For purposes of this Policy:
    1. "public announcement" shall mean disclosure in a press release reported by a national news service in Canada, or in a document publicly filed by the Company under its profile on the System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com; and
    2. "Applicable Securities Laws" means, collectively, the applicable securities statutes of each relevant province and territory of Canada, as amended from time to time, the rules, regulations and forms made or promulgated under any such statute and the published national instruments, multilateral instruments, policies, bulletins and notices of the securities commission and similar regulatory authority of each relevant province and territory of Canada, and all applicable securities laws of the United States.
  3. Notwithstanding any other provision of this Policy, notice given to the Corporate Secretary of the Company pursuant to this Policy may only be given by personal delivery, facsimile transmission or by email (at such email address as may be stipulated from time to time by the Corporate Secretary of the Company for purposes of this notice), and shall be deemed to have been given and made only at the time it is served by personal delivery to the Corporate Secretary at the address of the principal executive offices of the Company, sent by facsimile transmission (provided that receipt of confirmation of such transmission has been received) or received by email (at the address as aforesaid); provided that if such delivery or electronic communication is made on a day which is not a business day or later than 5:00 p.m. (Pacific Time) on a business day, then such delivery or electronic communication shall be deemed to have been made on the next business day.
  4. Notwithstanding the foregoing, the Board may, in its sole discretion, waive any provision or requirement of this Policy.

GOVERNING LAW

This Policy shall be interpreted and enforced in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein.

EFFECTIVE DATE

This Policy was approved and adopted by the Board on May 1, 2013, and was subsequently ratified, confirmed and approved at the Company's annual general meeting of shareholders on June 7, 2013.

Majority Voting Policy [+] Show More


In an uncontested election of directors, any nominee in respect of whom a greater number of votes "withheld" than votes "for" are validly cast will promptly submit his or her offer of resignation for the consideration of the Nominating and Corporate Governance Committee (the "Committee") of Alexco Resource Corp. (the "Company"). The Nominating and Corporate Governance Committee will make a recommendation to the board of directors of the Company (the "Board") after reviewing the matter. In considering the resignation offer, the Committee and the Board will consider all factors they deem relevant. The decision of the Board as to whether to accept or reject a resignation offer will be disclosed to the public. A director who offers his or her resignation pursuant to this policy will not participate in any meeting of the Board or the Committee at which the resignation offer is considered. This policy does not apply in circumstances involving contested director elections.

This Majority Voting Policy was approved and adopted by the Board of Directors of the Company on May 1, 2013.
By order of the Board of Directors
ALEXCO RESOURCE CORP.