Corporate Governance & Business Ethics

Corporate Governance at Pretivm

Pretivm (“PVG”), listed on the Toronto and New York stock exchanges, aligns corporate governance practices with all applicable Canadian regulatory guidelines and standards and Canadian corporate governance practices. Although we are not required to comply with New York Stock Exchange corporate governance standards as a foreign private issuer, we incorporate many of these standards. There is no significant difference between Pretivm’s practices and the standards of the New York Stock Exchange.

Our Board and management look to both internal and external resources to evaluate and improve on our performance. This includes annual Board education and self-evaluation, along with review of environmental, social, and governance (ESG) ratings and rankings, to understand how we can improve both performance and disclosure for our investors. Since 2018, sustainability has been a clear part of the mandate of the Board of Directors' Sustainability & Technical Committee, which provides oversight of sustainability matters alongside environmental, health and safety, and social performance. Beyond the Committee, all eight Board directors are regularly engaged in sustainability matters through quarterly reports on health and safety, environmental performance, and other ESG risks.

As a single-asset mining company, Pretivm’s corporate governance is driven day-to-day by a small and capable team who recognize that ethics and integrity are critical to business success. Our CEO and the Executive VP of Corporate Affairs and Sustainability oversee the sustainability program at Pretivm, and all managers and employees actively engage in the delivery of the program. Weekly management meetings address subjects from the company's risk register, with multi-disciplinary input, so that we understand and effectively manage potential risks related to safety, compliance, infrastructure, human resources, employee engagement, reputation, Indigenous relations, and other aspects of sustainability and social responsibility.

Performance Targets

Our focus on site safety, environmental, and social issues complements our overall corporate objectives. Sustainability-related metrics directly influence compensation at all levels of the organization, especially in regard to safety (as indicated by Lost Time Incidents per 200,000 man-hours) and environmental and social compliance (as indicated by environmental and social complaints or citations). At more senior levels of management and leadership, these factors have greater influence on annual compensation.

Our Commitment to Business Ethics

Our Code of Business Conduct and Ethics embodies our strong commitment to ethics across all levels of the company. The code provides a framework for our ethical business practices including safety, finance, human rights, and environmental compliance. It also clearly states our commitment to a work environment that is free from discrimination and harassment and respectful of human rights.

It is important that all employees—and others working at our site—thoroughly understand and commit to the principles and practices of the Code. To this end, all employees, directors, contractors, subcontractors, and consultants must sign off on a suite of corporate policies each year, including:

Our CEO ensures our business complies with our commitments for business ethics in all respects, with support from other executives including those in the legal, human resources, and sustainability areas. Code of Business Conduct and Ethics violations and whistleblower concerns, although rare, are standing items at Pretivm’s management meetings and on the quarterly Board meeting agenda. No Code of Business Conduct and Ethics violations were reported in 2019.

In 2020, Pretivm plans to continue improving and strengthening our internal resources for business conduct and ethics, including review of existing policies and development of a new Human Rights Policy.

Whistleblower Protection

Established in 2011, Pretivm's Whistleblower Policy provides a means for individuals to report complaints and concerns. In 2019, Pretivm launched a new whistleblower platform through NAVEX Global. NAVEX provides multiple ways for employees to report concerns, including a telephone hotline, website, and online forms. Use of a third-party provider also demonstrates independence of the platform and ensures our ability to handle anonymous and confidential submissions appropriately.

Upgrading the whistleblower platform responds to feedback from our Board of Directors (Governance Committee) and legal department. Through the new platform, we can better manage risks, ensure the system is effective and accessible, and use information from the system to improve our internal systems and processes. We plan to use the NAVEX platform across our operations to register potential concerns ranging from financial impropriety and ethics to workplace relations and environmental compliance.

Corporate Donations

Our Corporate Donations Policy guides Pretivm’s local investments and donations, ensuring that funds are allocated in a manner aligned with our principles, ethics, and community relations strategy. We do not make donations to political parties or political events, or to individuals or third-party fundraising organizations. We focus our donations on organizations, projects, and activities within the area of our operations in Northwest BC, and also support key industry initiatives that promote mining safety and education.

Corporate Donation Principles


Local Focus
Projects must offer direct benefit to local communities.
Partnership
Pretivm collaborates with community-based partners.
Accountability
Pretivm supports established organizations that can demonstrate measureable results and positive impact.
Capacity Building
Pretivm commits resources to projects that contribute to ongoing, sustainable community development.

Examples of donations and other support provided to communities and Indigenous groups in 2019 are provided in Community Investment.

Highlight Story

Responding to Forest Fire Crisis in Telegraph Creek

The devastating forest fires at Alkali Lake and in Telegraph Creek destroyed many homes, buildings, and other community infrastructure in summer 2018. The Telegraph Creek community is home to a number of our employees and their families, and we provided paid leave for those individuals who volunteered to help fight the fire and assist with area evacuation efforts. Unfortunately, the fires blazed out of control. Hundreds of people were forced to leave their homes, and priceless cultural and ceremonial regalia was lost.

During and after the fire, Pretivm provided support to Tahltan Elders and others displaced from their homes. This included financial, logistical, and emotional support for those who relocated to Smithers and Terrace. In January 2019, we made a special contribution of $250,000 in support of the Tahltan Nation reconstruction efforts.

In Telegraph Creek, several recovery actions were underway in 2019 including the recovery of housing and community infrastructure. The Tahltan Nation worked to ensure that the needs of all community members were met, and supported affected households through this period of recovery. Although the destructive impacts of the forest fires cannot be reversed, we hope that our contributions continue to help the community heal and move forward.