Board Service and Duties

The Calista Corporation Board of Directors provides essential guidance on corporate matters including:

Board Elections and Terms

Directors are elected solely by Shareholders during the Annual Meeting of Shareholders and serve staggered, three-year terms.

Each Director is elected from a Board unit in the Calista Region (see Unit Map) with one additional Director serving on an At-Large basis. Each successive year, Shareholders elect Directors from one of three classes:

• Class I includes Units 1, 2, 3 and At-Large
• Class II includes Units 4, 5 and 6
• Class III includes Units 7, 8, 9 and 10

Learn more about Board elections and terms in Article II, Section 1, of the Calista Corporation Bylaws.

Shareholder Relations Committee

The Board Shareholder Relations Committee was formed in 2004 to provide in-person updates on Calista operations and the Donlin Gold Project to our Shareholders.

The committee consists of five Board members who travel to 10-20 communities each year, weather permitting, usually in the first and fourth quarters.

Since inception, the committee has provided about 200 community presentations.

Code of Business Ethics and Conduct

Our Code of Business Ethics and Conduct for Directors calls for Directors to:

• Disclose any conflicts of interest
• Be familiar with Calista’s businesses
• Participate fully in Board meetings
• Ask questions when appropriate
• Exercise independent judgment in their actions and not act at the direction of others

The Board of Directors has authority over the supervision, evaluation, retention and termination of the President/CEO, but not over other Corporation officers or employees.

Unexcused absences from Board meetings can result in discipline and/or sanctions.

Applying for a Board Seat

Candidates for the Board of Directors must be voting Calista Shareholders who are at least 18 years old.

Every year, a few months before the Annual Meeting, the Board solicits nominations for Director seats up for election. The solicitation appears in advertisements, on our corporate Facebook page, and/or other materials approved by the Board.

Want to make sure you don’t miss a solicitation? Follow us on Facebook and keep your personal contact information up to date on MyCalista.com or by notifying Shareholder Services of any changes.