Board Of Directors

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: Brad Marchant, Grant Edey, Michael Riley, Joseph F. Conway, Wade Nesmith, David R. Demers, Patricia A. Fortier, and Robert A. Quartermain.

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.

Audit Committee

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.

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:
  • In writing to:
    P.O. Box 11017
    Toronto, ON
    M1E 1N0

For a current statement of Corporate Governance Practices, please refer to the most current Primero Management Information Circular available on Sedar at

Click here to view the Whistleblower Policy.

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.

  • Subscribe
  • Connect
  • Contact


Email Address *
Mailing Lists *


TelephoneTelephone Mail


Read the following disclaimer before continuing:
Please note that you are now entering an “External Website” directly or indirectly maintained by third party provider (“Virtua”) and that you do so at your own risk.

Primero Mining Corp. (“P:TSX”;“PPP:NYSE”;”ASX:PPM”) has no control over the External Site, any data or other content contained therein or any additional linked websites. The link to the External Site is provided for convenience purposes only. When used below “Primero” means Primero Mining Corp. and its affiliates and subsidiaries.

By clicking “Accept” you acknowledge and agree that neither Primero nor third party provider Virtua is responsible, or accepts or assumes any responsibility or liability whatsoever for, the content, the data or the technical operation of the Linked Site. Further, by entering the External Site, you also acknowledge and agree that you completely and irrevocably waive any and all rights and claims against Primero and Virtua and further acknowledge and agree that in no event shall P or Virtua, and their respective officers, employees, directors and agents be liable for any (i) indirect, consequential, incidental, special, compensatory or punitive damages, (ii) damages for loss of income, loss of business profits, business interruption, loss of data or business information, loss of or damage to property, (iii) claims of third parties, or (iv) other pecuniary loss, arising out of or related to the Legal Notice, this disclaimer or the External Site.

By entering the External Site, you further acknowledge and agree that the disclaimer of warranties and limitations of liability set out in this disclaimer shall apply regardless of the causes, circumstances or form of action giving rise to the loss, damage, claim or liability, even if such loss, damage, claim or liability is based upon breach of contract (including, without limitation, a claim of fundamental breach or breach of a fundamental term), tort (including, without limitation, negligence), strict liability or any other legal or equitable theory, and even if Primero and Virtua are advised of the possibility of the loss, damage, claim or liability. The waiver and release specifically includes, without limitation, any and all rights and claims pertaining to the processing of personal data, including but not limited to any rights under any applicable data protection statute(s).

If in any jurisdiction, any part of this disclaimer is held to be unenforceable by a court of competent jurisdiction, such part of this disclaimer shall be restricted or eliminated to the minimum extent and the remaining disclaimer shall otherwise remain in full force and effect.

Please note the information presented is deemed representative at the time of its original release. Changes in historical information may occur due to adjustments in accounting and reporting standards & procedures.

Non-GAAP Information

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.

Accept | Decline