Primero is committed to creating sustainable long-term value for the benefit of all stakeholders, achieved through strong adherence to good governance practices. As Primero grows in size and diversity, our governance practices and policies have evolved to provide increased transparency, integrity, principled action, risk oversight, and stakeholder engagement.
Primero has developed several policies, not only to maintain compliance with evolving regulatory requirements, but to exceed current market views of governance best practices. These policies include, but are not limited to, an executive compensation claw-back policy, a diversity policy, and a share ownership guideline for directors and officers.
Primero believes that good governance supports consistent, sustainable, and superior performance.
Board of Directors
The directors are stewards of Primero, responsible for the overall management and direction of the Company, with a view to the long-term best interests of the Company and all of its stakeholders. The Board fulfils this role directly through its standing committees, which are focused on the performance of the Company and the continued improvement of Primero’s corporate governance practices. The Primero Board of Directors is made up of nine directors, eight of whom are independent of management.
Board and Committee Guidelines
The Board of Directors has approved a set of Guidelines to promote the effective functioning of the Board of Directors and its Committees, and to set forth a common set of expectations as to how the Board should manage its affairs and perform its responsibilities.
Click here to view the Board Guidelines.
The Audit Committee’s primary responsibility is supervision of the financial reporting process on behalf of the Board. This includes oversight responsibility for financial reporting and continuous disclosure, oversight of external audit activities, oversight of financial risk and financial management control, and oversight responsibility for compliance with relevant legal and regulatory requirements, including without limitation, tax and securities laws, as well as whistleblowing procedures.
Click here to view the Charter of the Audit Committee.
The Audit Committee's Primary duties and responsibilities are outlined in the Charter of the Audit Committee.
Governance and Nominating Committee
The Governance and Nominating Committee enhances the Company’s performance by providing a focus on governance. It also assesses and makes recommendations relating to effectiveness of the Board. The Committee is responsible for establishing and leading the process for identifying, recruiting, appointing, re-appointing and providing ongoing development for directors.
Click here to view the Terms of Reference for the Governance and Nominating Committee.
Human Resources Committee
The Human Resources Committee assists the Board in fulfilling its responsibilities relating to human resources and compensation issues. This Committee is responsible for establishing a plan of continuity for members of senior management and for ensuring that the Company has an executive compensation program that is both motivational and competitive to enable the Company to attract, retain, and inspire performance of management of a quality and nature that will enhance the sustainable profitability and growth of the Company.
Click here to view the Terms of Reference for the Human Resources Committee.
Corporate Responsibility Committee
The Corporate Responsibility Committee assists the Board in overseeing the Company’s environmental, safety and health, and corporate social responsibility policies and programs and performance. As part of its mandate, this Committee, among other things, may make recommendations, where appropriate, to the Board and/or management respecting corporate policies and activities as they relate to health, safety and environmental matters, and recommend programs in connection with social issues affecting communities where the Company conducts operations.
Click here to view the Terms of Reference for the Corporate Responsibility Committee.
Code of Business Conduct and Ethics
Primero has adopted a Code of Business Conduct and Ethics (the “Code”) that is applicable to all directors, officers and employees. Primero's Code sets out expectations for the conduct of the Company’s business in accordance with all applicable laws, rules and regulations and the highest ethical standards.
Click here to view the Code of Business Conduct and Ethics.
Disclosure, Confidentiality & Insider Trading Policy
Primero is committed to a policy of timely, factual, accurate, and complete disclosure of all material information in order to keep shareholders and other interested parties informed on the Company's activities and business. With regard to the Company's communication with its various stakeholders, the Board has adopted a Disclosure, Confidentiality and Insider Trading Policy, which includes comprehensive procedures governing, among other things, timely disclosure of material information, mineral disclosure, electronic communications, insider trading and selective disclosure.
Click here to view the Disclosure, Confidentiality and Insider Trading Policy.
Contraventions of Code of Conduct (Whistleblower System)
The Company has adopted a Whistleblower Policy and monitored reporting system to complement the Code. The Whistleblower Policy provides a mechanism for agents, suppliers, service providers, directors, officers, and employees of the Company or any subsidiary who have become aware of a violation of the Code. Individuals have several ways of reporting in:
- Primero's confidential, anonymous complaint reporting hotline available 24 hours a day, 7 days a week, by calling toll free 1-866-840-8719 within North America or 0 1-800-253-3222 within Mexico.
- Online: www.clearviewconnects.com
- In writing to:
P.O. Box 11017
Click here to view the Whistleblower Policy.
For a current statement of Corporate Governance Practices, please refer to the most current Primero Management Information Circular available on Sedar at www.sedar.com.
U.S. Corporate Governance Rules
The NYSE requires that, as a foreign private issuer that is not required to comply with all of the NYSE’s corporate governance rules applicable to U.S. domestic issuers, Primero disclose any significant ways in which its corporate governance practices differ from those followed by NYSE listed U.S. domestic issuers. These differences are outlined here: Compliance with NYSE Corporate Governance Listing Standards.