Independent Director and Audit Committee Chair — Exploration Funding
Canada·Mining & Metals·Mining and resources· Toronto·Posted 20 September 2026
Applications close 8 December 2026
Mining and resources organisation in Canada
The problem this seat exists to solve
Candidates should have deep financial reporting expertise, audit oversight experience and familiarity with Canadian public-issuer governance. Exploration or development-stage resource experience is important. Formal committee qualifications and independence must be assessed for the actual appointment rather than inferred from a professional designation alone.
Chairing experience for uncertain funding
Applicants should discuss a reporting judgement affected by uncertain funding and explain how the committee evaluated the evidence. The chair must make difficult issues understandable to the wider board while maintaining constructive relationships with management and auditors.
The office provides governance and oversight. Management prepares the accounts and owns controls; the external auditor performs the appointed assurance work. Success is a committee able to distinguish supportable conclusions from assumptions that require further evidence or clearer disclosure.
Connect the reporting conclusion to available finance
The audit chair will lead oversight of a mineral exploration reporting environment in which expenditure plans and available cash must be reconciled carefully. The board needs an intelligible account of financial uncertainty, not an assurance based solely on management's confidence in future financing.
Distinguish financing already available from anticipated support. Ask which activities can be deferred, what obligations remain if they stop and what evidence supports the timing of future receipts. The committee should understand how uncertainty is reflected in management's accounting and disclosure assessments, with specialist advice where needed.
Lead the committee and follow the assurance evidence
Set the committee agenda around significant accounting judgements, liquidity, audit findings and the reliability of the reporting process. Examine how approved work programmes become cash commitments and how changes in activity affect financial conclusions. Require the finance and operating teams to reconcile material differences before reporting decisions reach the board.
Review the audit plan, independence and significant findings. Provide a direct route for candid discussion with the auditor. Require management's responses to address the cause of an issue as well as any correcting entry; recurring late adjustments may indicate a process or capability problem that a completed audit does not resolve.
Terms
- Where the board sits
- Toronto, Canada
- Applications close
- 8 December 2026
- Appointment
- Board and committee chair appointment
- Compensation
- CAD 85,000–145,000 per year (indicative annual board fee)
- Time commitment in this market
- Typically 6–9 board meetings a year plus committee cycles; resource issuers add site visits and a heavier technical-report load.
Before you apply — Canada
No nationality test applies to you. Whether residency matters depends entirely on where the company is incorporated — federal CBCA companies have a 25% resident-Canadian rule, Ontario and BC companies do not.
- Residency test
- 25% of directors of a CBCA corporation must be resident Canadians. Ontario abolished its equivalent requirement in 2021 and British Columbia has none.
- Nationality test
- None.
- Work authorisation
- A non-resident director attending board meetings does not require a work permit; board attendance falls within permitted business-visitor activity. Executive and interim operating roles require authorisation.
- Tenure limit once appointed
- No cap. NI 58-101 requires disclosure of whether the board has adopted term limits or other renewal mechanisms, and to explain why not if it has not.
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