Proxy Voting Guidelines
Resource Capital Investment Corp. in its capacity as General Partner to the Exploration Capital Partnership Limited Partnerships, as well as any future partnerships ("the Partnerships"), is wholly responsible for establishing, monitoring and amending (if necessary) the policies and procedures relating to the voting of proxies received in connection with each Partnership's portfolio securities.
Generally speaking, the General Partner will vote in favour of the following proxy proposals:
- electing and fixing number of directors
- appointing auditors
- ratifying director actions
- changing registered address
- authorizing director to fix remuneration of auditors
- approving private placements to insiders exceeding 10% threshold
- approving special resolutions to change the authorized capital of the company to an unlimited number of common shares without value
The General Partner will vote against any proposal relating to stock option plans that: (i) exceed 10% of the common shares issued and outstanding at the time of grant over a three year period (on a non-diluted basis); (ii) provide that the maximum number of common shares issuable pursuant to such plan be a "rolling" maximum equal to 10% of the outstanding common shares at the date of the grant applicable options; or (iii) reprices the stock option.
The General Partner will vote against any proposal giving directors discretion to exceed 25% of more dilution annually without shareholder approval.
In certain cases, proxy votes may not be cast when the General Partner determines that it is not in the best interests of unit holders of the Partnership to vote such proxies. In the event a proxy raises a potential material conflict between the interests of a Partnership and the General Partner, the conflict will be resolved by the General Partner in favour of that Partnership.
The General Partner retains the discretion to depart from these policies on any particular proxy vote depending upon the facts and circumstances.
The proxy voting guidelines of the Partnerships are available on request, free of charge, by contacting the General Partner at 1-800-611-0827. The General Partner will maintain and prepare an annual proxy voting record for each Partnership. The proxy voting record for the annual period ending December 31 each year for each Partnership will be available free of charge to any investor upon request at any time after January 31 of the following year.