Corporate Governance

Corporate Governance Statement.

The Board of Directors currently comprises a Non-Executive Chairman, two other Non-Executive Directors, and one Executive Director. The Chairman is responsible for the running of the Board. The Board is responsible to the shareholders for the overall direction and control of the Company and its subsidiaries (collectively the “Group”), as well as for the corporate governance of UME. It guides and monitors the business and affairs of the Corporation on behalf of the shareholders by whom the Directors are elected, and to whom they are accountable.

To ensure that the Board is well equipped to discharge its responsibilities it has established guidelines for the operation of the Board. It has delegated to the CEO the management, operation and administration of UME within parameters set by the Board, and has delegated certain matters to Committees of the Board. The Board ensures that the Executive Management is appropriately qualified and experienced to discharge their responsibilities, and regularly monitors the performance of the Executive Team. In addition the Board reserves to itself the setting of the strategy including any change in the nature of the Group’s business, all decisions relating to the issue of shares, options and warrants, dividend policy, any material decisions in respect of the acquisition or disposal of fixed assets, companies, businesses, properties and titles, any partnerships, joint ventures or “farm-in” arrangements, the approval of UME`s financial statements, and the approval of all circulars and listing particulars required by the authorities.

At each scheduled meeting, Directors are apprised of the group’s current performance, financial position, and any significant strategic issues. The Corporate Secretary is responsible for ensuring that Board procedures are followed, and all Directors have access to her advice and services. The Board is provided with information in an appropriate form and quality to enable it to discharge its duties. Directors may, in the furtherance of their duties, seek independent professional advice, at UME´s expense if considered appropriate.

All Directors are required to submit themselves for election at each Annual General Shareholders’ meeting. Any appointment is until the next meeting (which must be held within 15 months of the prior Annual General Shareholders meeting). The composition of the Board is reviewed on a regular basis to ensure that its make up and the diversity of skills and experience are appropriate for UME. The Directors bring to the Board a wide range of experience and skills, and participate fully in decisions on key issues facing the group. The Directors hold regular meetings with shareholders and their representatives to discuss UME’s strategy and financial performance. These discussions could encompass strategy, performance management and corporate governance issues.

The Board meets at least quarterly, in person or by phone, and has regular contact between the Directors during the year.

Audit Committee.

The Audit Committee comprises three Non-Executive Directors and is chaired by Tony Shearer. It is responsible for nominating the external auditors, for ensuring that there are appropriate internal controls, and for reviewing the adequacy and scope of the annual statutory audit, and the annual and quarterly financial statements. The Committee meets throughout the year to review a wide range of issues including UME´s published financial statements, internal control issues, regulatory compliance, and the oversight of the objectivity and effectiveness of the auditors.

The Board of Directors, although retaining ultimate responsibility for their operation, has delegated the review of the effectiveness of the system of internal controls to the Audit Committee. However, such a system is designed to manage rather than eliminate the risk of failure to achieve business objectives, and can only provide reasonable, and not absolute, assurance against material misstatement or loss, including the safeguarding of assets, the maintenance of proper accounting records, the reliability of financial information, compliance with appropriate legislation, regulation and best practice, and the identification and management of business risk. The Board has delegated detailed implementation of the system of internal financial control throughout the group to executive management. These controls include financial controls that assist the Board in meeting its responsibilities for the integrity and accuracy of the group’s accounting records. UME´s financial statements, prepared from these records, comply with accounting principles generally accepted in Canada.

Audit Committee Charter (+)

Corporate Governance Committee.

The Corporate Governance Committee comprises three Non-Executive Directors (chaired by Tony Shearer). It is responsible for the Corporation’s approach to, and reporting in respect of, corporate governance, for ensuring that all members of the Board understand their duties and responsibilities, and for the mandate given to the C.E.O.

Corporate Governance Committee Charter (+)

Code of Business Ethics (+)

Remuneration Committee

The Remuneration Committee, comprises the Non-Executive Directors (chaired by Tony Shearer). It is responsible for reviewing the remuneration policy, for determining and reviewing compensation arrangements of the Executive Directors and Officers, and for ensuing compliance with all requirements relating to executive remuneration (including the annual report on it). The Committee meets as required to consider all aspects of remuneration paid to Executive Directors, and to make recommendations to the Board on the remuneration framework and strategy for the senior employees. The remuneration packages, and the benefits paid to each Director, are subject to continual monitoring, and are reviewed by the Committee. The Board is responsible for determining the level of fees paid to Non-Executive Directors following consideration of recommendations from the Executive Directors.

Remuneration Committee Charter (+)

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