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 AMERICAN 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.