Corporate Governance & Business Ethics
Corporate Governance & Sustainability Management
As a single-asset mining company, Pretivm’s corporate governance is driven by a small and capable team. Our leaders recognize that ethics and integrity are critical to success across all aspects of our business, including safety, stakeholder relationships, employee development, and environmental performance. Alongside our values, we have integrated sustainability within and across our Board and executive levels, and throughout operations at the Brucejack Mine. Pretivm’s CEO and the VP of Environment and Regulatory Affairs oversee the sustainability program, and all managers and employees actively engage in the delivery of the program. The chart below illustrates how environmental, social, and governance (ESG) responsibilities are represented across our Board, senior leadership, and operational managers.
Sustainability Governance Structure
Our inclusive ESG governance model helps our executive leaders stay connected to emerging issues at the Mine and in our communities. As a company, it helps us be agile and responsive to change. Weekly corporate 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, environmental regulatory compliance, infrastructure, human resources, employee engagement, reputation, Indigenous relations, and other aspects of sustainability and social responsibility. Our CEO, VPs, and senior corporate directors and managers participate in these weekly meetings to provide a fulsome view across the company.
Our focus on site safety, environmental, and social issues complement our overall corporate objectives. Sustainability-related metrics directly influence compensation at all levels of our organization, and performance against safety and environmental objectives (established at the corporate and departmental levels) influences the short-term incentive program for all employees. These factors have greater influence on annual compensation at more senior levels of management and leadership.
Role of the Board
Pretivm’s Board of Directors is responsible for the overall stewardship of the Company, and ensures that appropriate programs, policies and standards are implemented for the health, safety and security of employees, environmental protection and management, and community relations. In 2020, the Board held strategic planning sessions to address a variety of topics and establish goals and actions for people, corporate structure and culture, mining and processing, technology, operating environment, and environmental, social, and governance matters.
The Board’s Safety, Sustainability and Technical Committee oversees matters related to environmental and social performance, and health and safety. The Committee is responsible for reviewing and monitoring sustainability policies, systems, and activities; and for ensuring that ESG-related risks and impacts are identified and adequately managed. Sustainability has been a clear mandate of the Committee since 2018. In addition, all eight Board directors are regularly engaged in sustainability matters through monthly reports and quarterly meetings. Committee highlights in 2020 included review of Pretivm’s 2019 Sustainability Report, and review of the Company’s materiality assessment to identify ESG topics material to our business in support of operational improvements and long-term strategy development.
The Corporate Governance and Nominating Committee oversees governance matters such as policies, practices, and procedures. Committee highlights in 2020 included adoption of our Human Rights Policy (described below), and revisions to the Code of Business Conduct and Ethics, Diversity Policy, and other governance guidelines. The Committee also revised the Board Mandate and committee charters, codifying greater oversight responsibilities for ESG matters.
Our Board and management look to both internal and external resources to evaluate and improve our performance. This includes annual Board education and self-evaluation, and review of ESG ratings and rankings to understand how we can improve both performance and disclosure for our investors.
Corporate Governance Standards
Pretivm (“PVG”) is listed on the Toronto and New York stock exchanges, and we align our corporate governance practices with all applicable Canadian regulatory guidelines, standards and 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 Commitment to Business Ethics
Our Code of Business Conduct and Ethics (the Code) 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:
- Code of Business Conduct and Ethics
- Anti-Corruption Policy
- Human Rights Policy
- Workplace Discrimination, Bullying and Harassment Policy
- Information Technology Systems Use Policy
- Complaint Reporting and Whistle Blower Policy
- Corporate Disclosure Policy
- Trading Policy
- Fitness for Duty Policy
In 2020, 100% of on-site workers (including direct employees and contractors) and 100% of corporate leaders and managers reviewed and signed off on our Code of Business Conduct and Ethics and related policies.
Our CEO ensures our business complies with our commitments for business ethics in all respects, with support from other executives including those responsible for legal affairs, human resources, and sustainability. 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. We learn from our management of conduct and ethical issues and continue to improve and strengthen our internal resources including policies, guidance, and training.
We publicly disclose all payments to government (including provincial, federal, and local governments and Indigenous governments) annually in accordance with Canada’s Extractive Sector Transparency Measures Act (ESTMA).
Established in 2011, Pretivm's Complaint Reporting and Whistle Blower Policy provides a means for individuals to report potential compliance breaches and concerns. In 2019, we launched a new compliance platform through an independent third party. This compliance platform provides multiple ways for employees to anonymously submit reports under the Complaint Reporting and Whistle Blower Policy, including through a telephone hotline and a designated website. Use of an independent third-party provider visibly demonstrates the independence of the platform and enables us to handle anonymous and confidential submissions appropriately.
We use the compliance platform across our operations to receive reports of improper activities, including financial impropriety, breaches of laws, our Code and related corporate policies, fraud and theft, environmental non-compliance, and retaliation against those that have previously submitted reports. The compliance platform promotes a culture of highest standards of ethical, moral and legal business conduct, and an environment where open, honest communications are the expectation. Use of the platform has been well received and in 2020 we registered complaints related to bullying and harassment, health and safety, and other alleged violations. All submissions were reviewed by management, addressed to the extent necessary, and reported to the Board or a Board Committee.
We operate exclusively in Canada where human rights protection is enshrined in provincial and federal law, with particular reference to the Universal Declaration of Human Rights, United Nations Declaration on the Rights of Indigenous Peoples, the Canadian Human Rights Act, and the Canadian Charter of Rights and Freedoms. However, we recognize that it is important for Pretivm to provide explicit acknowledgement of our commitment to protecting and upholding human rights, for the benefit of our employees, contractors, and community and Indigenous partners. To that end, we launched our Human Rights Policy in 2020.
We are communicating this policy internally and externally to help our stakeholders, communities, and Indigenous partners understand our commitments related to non-discrimination, labour and working conditions, health and safety, water, Indigenous rights, and other matters. It also stipulates that we will conduct human rights assessments to identify and manage potential risks and impacts at corporate and site levels; engage our stakeholders and Indigenous communities for input and feedback; maintain a grievance mechanism; conduct human rights training for senior leaders and operations management; and regularly review our performance on human rights matters. Human rights risks and impacts will also be considered in major investment decisions including development of new properties, mergers, and acquisitions.
This policy applies to all of Pretivm’s (and its affiliates’) directors, officers, employees, contractors, and consultants. Our management is responsible for ensuring that the Human Rights Policy is effectively implemented and is accountable to the Board.
Fitness for Duty
We established Pretivm’s Fitness for Duty Policy in 2017 to keep our operations safe for our workers, their families, and neighbouring communities. Among other things, this policy supports our commitment to maintaining the Brucejack Mine as a drug- and alcohol-free mine site, and includes provisions for drug testing to ensure compliance with the policy and safety of all workers.
The drug-and-alcohol landscape in Canada changed significantly with the legalization of marijuana in October 2018, and Pretivm recognized that our approach to drug testing also needed to evolve. In 2020, we updated our Fitness for Duty Policy to include more contemporary and comprehensive language around the expectations for all Pretivm staff and contractors. We also implemented an updated testing program that indicates recentness of use of marijuana products using a combination of fluid and oral samples.
Our Corporate Donations Policy guides our local sponsorships and donations, ensuring that we allocate funds and/or in-kind contributions in a manner aligned with our values, 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 that directly benefit the communities and Indigenous groups within the area of our operations in Northwest BC. We also support industry initiatives that promote mining, safety and education.
Our corporate donations program focuses on four key areas: education, environment, community health and wellness, and culture, art, and recreation. Examples of donations and other support provided to communities and Indigenous groups in 2020 are provided in Community Investment.
Corporate Donation Principles
Supporting Sustainable Community Development
Founded in 2012, the volunteer-based Stewart Community Connections Society (SCCS) supports a wide range of community development initiatives and programs identified as “game changers” or priority areas that will have the most impact on families living in poverty. In 2020, the SCCS launched their 2020–2022 Community Action Plan, prioritizing areas such as income and employment, housing, transportation, education, early childhood development, health, food security and financial empowerment.
Pretivm and the SCCS have entered into a three-year sponsorship agreement to support programs and projects outlined in the plan, including support to the local Food Bank and meal delivery for seniors and low-income residents. With this investment, Pretivm is helping the SCCS improve food security in one of the communities where we operate.
Reflecting the growth of its programs, the SCCS has hired a full-time Executive Director to manage projects, and secured a lease on a building to use for office space and meetings. The newly leased space provides further opportunities to engage with the community through place making initiatives such as collaboratively enhancing the community garden, providing fitness classes for seniors and games for families to enjoy, all while improving the health, happiness, and wellbeing of all residents of the community. Read more about the inspiring programs and projects on the Stewart Community Connections Society website.