PACIFIC BOOKER MINERALS INC.
Corporate Disclosure Control System
Purpose: to ensure that information required to be disclosed by the Company in reports that it files or submits under the United States Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the applicable rules and forms.
Overview
A.
The Company’s Vancouver office operates as the accounting head office for all of the Company’s operations. The Company’s Chief Financial Officer (“CFO”), who is based in Vancouver, receives accounting data from the Company’s various operations, and supervises the preparation of the financial statements.
B.
The Chief Executive Officer (“CEO”) of the Company, based in the Vancouver office, has primary operational responsibility for the Company’s operations.
C.
The President of the Company, based in the Vancouver office, is the Chairman of the Board of Directors for the Company. The CEO and CFO, and any other senior officers of the Company report to the President.
Disclosure Controls
1.
All news releases, quarterly and annual reports, information circulars and other such communications to shareholders or securities regulatory authorities must be approved in advance by the Disclosure Committee.
2.
The membership of the Disclosure Committee may change from time to time as circumstances warrant. At present, the members of the Disclosure Committee are Perry Munton (CFO), J. Paul Stevenson (CEO), Christopher J. Sampson (President), John Plourde (Director) and Ed Kimura (non Director).
Disclosure Procedures - Financial
1.
The CEO of the Company will ensure that all financial information relating to the Company’s operations required to be taken into account in the preparation of the Company’s financial statements is provided to the Company’s CFO as and when required by him in order to permit timely preparation and filing of all required financial statements.
2.
Applicable Canadian securities regulations require that unaudited interim financial statements be filed within 60 days after the end of each fiscal quarter, and that audited annual financial statements be filed within 120 days after the end of the fiscal year, together, in each
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case, with management’s discussion and analysis (MD&A). Material documents filed with Canadian securities regulators are required to be filed with the Securities & Exchange Commission on Form 6-K promptly after their filing in Canada.
3.
The Company’s CFO will provide the President with the draft management-prepared financial statements for the Company for each fiscal quarter and the fiscal year as soon as practicable after the relevant period-end.
4.
The Company’s CFO will provide the Company’s external accountants with the draft interim and annual financial statements and MD&A in good time to allow the accountants to conduct a meaningful review of them and provide comments thereon to the Company.
5.
All financial statements must be reviewed by the audit committee of the Board of Directors, in consultation with the Company’s external accountants, and approved by the audit committee before they are submitted to the Board of Directors for approval.
6.
All financial statements must be approved by the Board of Directors before they are released to the public or filed with the regulatory authorities.
7.
The Company’s CFO will advise the President immediately upon becoming aware, on the basis of the financial information provided to or compiled by him, that the Company’s financial position has undergone a significant change since the date of its most recent financial statements, and will review and discuss the underlying information and his conclusions with the CEO, who will decide on the appropriate next step in consultation with the Company’s audit committee of the Board of Directors.
8.
The President will seek advice from the Company’s external counsel and chartered accountants on disclosure issues when he regards it as necessary or prudent to do so.
Disclosure Procedures – Non-Financial
9.
The CEO and the CFO of the Company will ensure that all new non-financial information relating to the Company’s operations that is material to those operations or could be material to the Company is provided to the President immediately, in order to permit him to make a decision, in consultation with the Disclosure Committee as appropriate, as to whether public disclosure of the information is required.
Disclosure Procedures – Form 20-F
10.
An annual report on Form 20-F is required to be filed with the Securities & Exchange Commission within six months after the Company’s fiscal year end.
11.
The initial draft of the Form 20-F is prepared by prepared by U.S. securities compliance advisors to the Company, AB Korelin & Associates of Vancouver, Washington State, incorporating the information contained in the Company’s management information circular,
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audited annual financial statements and MD&A, together with selected financial data information and U.S. GAAP reconciliations provided by the Company’s external accountants.
12.
The draft Form 20-F is sent to the Disclosure Committee for review and completion. Before it is finalized, the financial information contained in it is confirmed, in part, by the Company’s CFO and in part, by the Company’s external accountants.
13.
Before signing the Form 20-F, the Company’s CEO and the Company’s CFO will conduct the required evaluation of the Company’s disclosure controls and procedures, and will satisfy themselves that the document meets the applicable disclosure requirements.
