Primero Mining Corp. strives to earn and retain the trust of shareholders through a steadfast commitment to the highest standards of corporate governance. Our governance practices reflect the structure and processes we believe are necessary to improve company performance and enhance shareholder value. As governance standards change and our company grows, these practices are assessed and modified to ensure compliance with required regulatory regimes.
Board of Directors
The Board of Directors’ primary responsibility is to oversee the affairs of the Company with a view to the long term best interests of the Company, including all its stakeholders. The Primero Board of Directors is made up of nine directors, six of whom are independent of management.
Board & 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 guidelines.
The Audit Committee is responsible for overseeing the policies and practices relating to integrity of financial and regulatory reporting, and compliance with policies and laws. The external auditors report directly to the Audit Committee. The Audit Committee's Primary duties and responsibilities are outlined in the Charter of the Audit Committee.
Governance & Nominating Committee
The Governance and Nominating Committee enhances the Company’s performance by providing a focus on governance, to assess and make 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 ensuring that the Company has an executive compensation plan 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. You may view the Human Resources Committee guidelines here.
Health, Safety and Environmental Committee
The Health, Safety and Environmental Committee’s purpose is to review and recommend corporate policies and monitor activities as they relate to health, safety and environmental matters, to review and recommend corporate policies and programs in connection with social issues affecting communities where the Company conducts operations. You may view the Health, Safety and Environmental Committee Guidelines here.
Code of Business Conduct and Ethics
Primero has adopted a Code of Business Conduct and Ethics that is applicable to all directors, officers and employees. Primero's Code of Business Conduct and Ethics embodies the commitment of Primero and its subsidiaries to conduct our business in accordance with all applicable laws, rules and regulations and the highest ethical standards. Click here to view the Code of Business 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 Disclosure, Confidentiality & Insider Trading Policy to review the full report.
Contraventions of Code of Conduct (Whistleblower System)
Individuals who have become aware of a violation of the Code of Business Conduct and Ethics 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 1866 840 8719 within North America or 0 1 800 253 3222 within Mexico.
- Online: www.clearviewconnects.com
- In writing to:
P.O. Box 11017
Toronto, ON M1E1N0
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. The differences between our practices and the NYSE rules are not material and are more of a matter of form than substance.