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.
The Board of 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 eight directors, seven of whom are independent of management.
Above, from left to right: Wade Nesmith, Grant Edey, Michael Riley, David R. Demers, Joseph F. Conway, Robert A. Quartermain, and Eduardo Luna (former Director). Not Pictured: Brad Marchant
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.
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 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.
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.
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.
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.
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.
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:
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.
Click here to view the Whistleblower Policy.
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.
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In addition to disclosing results determined in accordance with GAAP, Primero may also disclose certain non-GAAP information, including certain ratios, operational and miscellaneous data, as well as net income and income per share income that make certain adjustments or exclude certain charges and gains that are outlined in the schedules included in this website. Management believes that this non-GAAP information provides investors with additional information to assess Primero’s operating performance and assists investors in comparing our operating performance to prior periods. Management uses this non-GAAP information, along with GAAP information, in evaluating its historical operating performance.
The non-GAAP information is not prepared in accordance with GAAP and may not be comparable to non-GAAP information used by other companies. The non-GAAP information should not be viewed as a substitute for, or superior to, other data prepared in accordance with GAAP.