Corporate Governance
The Corporate Governance Statement was last reviewed and updated on May 8, 2024. The company has adopted a corporate code of conduct and mandate for its Board and established an Audit Committee, a Corporate Governance and Compensation Committee, Reserves Committee, and Health, Safety, Environment and Corporate Social Responsibility Committee to assist the Board in fulfilling its responsibilities for governing the Company.
The Board pursues to comply with the corporate governance requirements of the TSX and applicable Canadian securities laws including, but not limited to NI51-102, NI 52-110, NI 58-101 and TSX Policy 3.1 – Directors, Officers, other Insiders and Personnel and Corporate Governance.
The Company has also adopted a corporate disclosure and insider trading policy to ensure compliance with the share dealing provisions set out in article 19 of MAR and Rule 21 of the AIM Rules.
The policy applies to inter alia all Directors and senior officers of the Group, employees who may be in possession of or have access to unpublished price-sensitive information concerning the Company, their spouses, civil partners, children under 18 and any other person who is otherwise classified as a PDMR and their PCAs under MAR (together the “Designated Persons”). The policy applies to the Designated Persons whether they are acting directly or through another person or company.
Audit Committee
The Audit Committee is appointed annually by the Board and is comprised of three (3) members, the majority of which shall be independent directors. The Board shall appoint the Chair of the Audit Committee. The members of the Audit Committee at the date of this document are Eleanor Barker (as the Chair), Mark McComiskey and Felipe Arbelaez. The Audit Committee shall meet at least four times annually or more frequently as circumstances dictate.
The duties of the Audit Committee include: (i) reviewing, prior to release, the annual and quarterly financial statements and other financial information provided by the Company to regulatory authorities and the Shareholders; (ii) reviewing the effectiveness of the Company’s internal audit function and controls; (iii) reviewing the performance of the Company’s external auditors annually; (iv) providing an avenue for internal reporting of financial wrong doing; and (v) providing an open avenue of communication among the Company’s auditors, senior management and the Board. The full terms of reference are set out in the Audit Committee Charter last reviewed on May 8, 2024 and available on the Company’s website.
The Audit Committee will also be responsible for overseeing the Group’s compliance with the AIM Rules and MAR.
Corporate Governance and Compensation Committee
The Board established a Corporate Governance and Compensation Committee comprised of three (3) directors of the Company, the majority of which shall be independent directors as defined by the TSX regulations. The Board shall appoint the Chair of the Corporate Governance and Compensation Committee. The members of the Corporate Governance and Compensation Committee at the date of this document are Mark McComiskey (as the Chair), Jon Harris and Gavin Wilson. The Committee shall meet at least once annually, or more frequently as circumstances dictate or as otherwise directed by the Board.
The primary duties of the Corporate Governance and Compensation Committee include: (i) reviewing and determining the compensation policies of the Company with respect to the directors, officers, employees and consultants of the Company; (ii) proposing to the Board new nominees to the Board and for assessing the Directors on an ongoing basis; and (iii) responding to and implementing the guidelines set forth from time to time by any applicable regulatory authorities. The full terms of reference are set out in the Corporate Governance and Compensation Committee Charter last reviewed on May 8, 2024 and are available on the Company’s website.
Health, Safety, Environment and Corporate Social Responsibility Committee
The Board established a Health, Safety, Environment and Corporate Social Responsibility Committee comprised of no less than three (3) members the majority of whom shall be outside directors of the Company. The Board shall appoint the Chair of the Health, Safety, Environment and Corporate Social Responsibility Committee who shall similarly be an outside director. The members of the Health, Safety, Environment and Corporate Social Responsibility Committee at the date of this document are Roger Tucker (as the Chair), Gavin Wilson and Felipe Arbelaez. The Committee shall meet at least once annually or more frequently as circumstances dictate or as otherwise directed by the Board.
The general duties of the Health, Safety, Environment and Corporate Social Responsibility Committee include: (i) regularly reviewing health and safety policies and procedures, monitoring compliance with such policies, maintaining management systems to implement such policies and reporting on its findings to the Board; (ii) regularly reviewing environmental activities in terms of environmental policies of the Company and reporting on its findings to the Board; and (iii) reviewing social aspects of the Company’s operations in terms of social responsibility policies of the Company and reporting on its findings to the Board. The full terms of reference are set out in the Health, Safety, Environment and Corporate Social Responsibility Committee Charter last reviewed on May 8, 2024 and available on the Company’s website.
Reserves Committee
The Board established a Reserves Committee comprised of no less than three (3) Directors of the Company, the majority of whom shall be outside directors of the Company and preferably individuals with engineering or geographical experience. The Board shall appoint the Chair of the Reserves Committee who shall be an outside director. The members of the Reserves Committee at the date of this document are Roger Tucker (as the Chair), Gavin Wilson, Jon Harris and Manuel Pablo Zúñiga-Pflücker. The Committee shall meet at least once annually or more frequently as circumstances dictate or otherwise directed by the Board.
The duties of the Reserves Committee include: (i) reviewing the expertise of the independent engineering firm which has prepared the Company’s reserves and/or resources evaluations; (ii) meeting with the independent engineering firm to discuss their report and key assumptions and (iii) considering the information supplied to the firm with respect to matters such as product prices, operating costs, royalty burdens etc. The full terms of reference are set out in the Reserves Committee Charter last reviewed on May 8, 2024 and are available on the Company’s website.