Governance

We pride ourselves on our commitment to robust corporate governance. We believe that it is essential to delivering excellence across our company. In recognition of our performance in this area, we have achieved the highest possible Governance QualityScore from ISS – a widely-recognized investor ratings agency – for the past three years. The score is determined based on an evaluation of our board structure, compensation practices, shareholder rights, and audit and risk oversight.

Our Board of Directors is the most senior governance body within our company. The mandate of our Board of Directors is to oversee management in its day-to-day conduct of our business and affairs.

The Board of Directors has established the following four committees to assist it to carry out its mandate:

  • Safety and Sustainability Committee
  • Audit Committee
  • Compensation Committee
  • Corporate Governance and Nominating Committee

The mandate of our Safety and Sustainability Committee is to monitor the health, safety, security, environmental, and community relations performance of the company, as well as to assess the effectiveness of associated policies and practices on behalf of the Board.

We have also adopted and implemented a variety of corporate policies across a range of topics. Key policies related to sustainability include our Safety & Health Policy and our Environmental Policy, both of which can be accessed on our public website at www.ssrmining.com.

ISS Quality Score Logo

Anti-Corruption

Our Board of Directors mandates a high standard of integrity for all its members and the company. We are committed to conducting our business operations in line with the highest ethical standards and in compliance with all applicable anti-corruption legal requirements. Principally, this includes the Corruption of Foreign Public Officials Act (Canada) and the Foreign Corrupt Practices Act (United States). We are also subject to the various applicable anti-corruption laws of the jurisdictions where we operate.

Our Board of Directors has approved a Code of Business Conduct and Ethics and an Anti-corruption Compliance Policy to support our commitment to ethical business conduct. Our Anti-corruption Compliance Policy addresses anti-corruption compliance and business integrity issues. Both of these policies apply across our entire organization as well as to any individual or entity authorized to do work on our behalf.

Our Code of Business Conduct and Ethics and Anti-corruption Compliance Policy serve as key tools for guidance and assistance related to the standards of conduct and practice that we must follow. All directors, officers, and employees are annually required to acknowledge that they have read and understand these and our other corporate governance policies. In addition, we require all employees and Board members to complete periodic training for our corporate governance policies.

The Audit Committee of our Board of Directors has the responsibility for, among other things, the establishment of “whistleblower” and related policies. We have a corporate Whistleblower Policy that outlines procedures by which employees, either directly or anonymously, can notify us and our Audit Committee of potential violations or concerns regarding certain conduct. Reports of potential violations or concerns can be made to our Compliance Officer or the Chair of our Audit Committee.

We considered anti-corruption and bribery risk factors as part of our risk assessment processes conducted in 2018 and early-2019. We assessed the risks at both the corporate and operations level. The review concluded that these risk factors are not considered ‘high’.

As part of our Canadian legal requirements under the Extractive Sector Transparency Measures Act (ESTMA), we report our payments to all levels of government in Canada and abroad. Our annual ESTMA reports are available on our public website at www.ssrmining.com.

In 2019, we commit to provide additional anti-corruption training for our employees. Anti-corruption is also a key topic in our ongoing human rights assessment. Throughout 2019, we will also review our corporate governance policies in conjunction with our Corporate Governance and Nominating Committee and Board of Directors.

Our Code of Business Conduct and Ethics and Anti-corruption Compliance Policy apply across our entire organization as well as to any individual or entity authorized to do work on our behalf.

Board Diversity

We recognize the value and benefits that diversity provides to our Board of Directors. A diverse mix of skills, expertise, experience, perspectives, age, and characteristics leads to a more robust understanding of opportunities, issues and risks, and to stronger decision-making. We also recognize that the promotion of a diverse Board makes prudent business sense and promotes better oversight and corporate governance.

In 2018, we developed and implemented a Board Diversity Policy, which promotes the benefits of – and need for – Board diversity. The policy outlines our commitment to a merit-based system for Board composition within a diverse and inclusive culture that solicits multiple perspectives and views and is free of conscious or unconscious bias and discrimination.

Our Corporate Governance and Nominating Committee will review our Board Diversity Policy annually and assesses its effectiveness in promoting a diverse Board. Based on this review, the policy may be revised accordingly.

In March 2019, we became a member of each of the Catalyst Accord 2022 and the 30% Club Canada, which are diversity initiatives aimed at accelerating the advancement of women in Canada. The Catalyst Accord 2022 aims to increase the average percentage of women on boards and women in executive positions in corporate Canada to 30% or greater by 2022 and share key metrics with Catalyst to benchmark collective progress towards these goals. The 30% Club Canada works with the business community to achieve better gender balance on company boards and within the senior leadership of Canadian companies. The initiative is focused on building a strong foundation of business leaders who are committed to meaningful and sustainable gender balance in business leadership.

Table 1. Board Diversity Metrics

Diversity Category Percentage
Gender
Male 77.7%
Female 22.2%
Age
Over 50 years old 88.8%
30-50 years old 11.1%
Under 30 years old -