Governance & Ethics

Strong governance strengthens 天天棋牌鈥檚 policies and performance, and it distinguishes us as a respected precious metals producer. Our management and employees must act with integrity and professionalism, reporting risks or mistakes promptly, prioritizing the company’s best interests, and sharing relevant information responsibly while maintaining confidentiality and avoiding conflicts of interest. We strive to foster a collaborative environment by building trust and encouraging collective problem-solving.

Board of Directors

Our Board of Directors (the 鈥淏oard鈥�) is made up of eight members that bring a broad range of expertise, skills, professional experience and industry background. The Board oversees the Company鈥檚 business strategy with the goal of delivering long-term value to shareholders and stakeholders and monitors and assesses risk exposure in the following areas:

Operational
Strategic
Legal and regulatory
Reputational
Financing, including borrowing, liquidity, capital allocation and hedging

About The Board

Seven of eight directors are independent

38% of the Board is female

14% racial/ethnic diversity聽

Since 2016, 88% Board refreshment

The positions of CEO and Chairperson of the Board are held separately

Average tenure is approximately 6 years

Average age of our directors is 66

Directors cannot be nominated for re-election after their 75th birthday

Management

天天棋牌鈥檚 business units identify and manage business risks, and our management provides updates via business reports at meetings of the Board and its committees throughout the year.

Executive Officers

Corporate Governance Documents

Bylaws

Corporate Governance Guidelines

Code of Business Conduct

Code of Business Conduct – Spanish

Whistleblower Policy

Restated Certificate of Incorporation

Company Policies

Human Rights Statement

Safety & Health Policy

Bribery & Anti-Corruption Policy (included in Code of Conduct)

Committees and Charters

The Board has established five committees and has developed charters which outlines their key risk oversight and responsibilities.

Audit Committee

Committee Members

Chairperson
Stephen F. Ralbovsky

Alice Wong

Charles B. Stanley

Jill Satre

Responsibilities

Manages financial statement integrity and reporting
Monitors internal controls
Oversees audit work
Monitors compliance with securities and financial regulations
Manages major financing and other business risk exposures
Oversees major Information security, technology, and privacy and data protection

Audit Committee Charter

Governance & Social Responsibility Committee

Committee Members

Chairperson
Alice Wong

Mark P. Board

Stephen F. Ralbovsky

Catherine J. Boggs

Responsibilities

Identifies and monitors environmental, climate, health, safety, sustainability, public policy and social trends, issues, guidance, concerns and risks, and other corporate responsibility matters (collectively ESG)
Evaluates and develops recommendations regarding adopting ESG policies, systems, strategies, and initiatives
Identifies the selection of qualified candidates to become directors
Develops and recommends Corporate Governance Guidelines and principles
Oversees evaluation of the Board and management

Compensation Committee

Committee Members

Chairperson
Charles B. Stanley

Alice Wong

George R. Johnson

Catherine J. Boggs

Responsibilities

Oversees executive compensation policies and practices
Assesses the Company鈥檚 compensation arrangements to determine if their provisions and operations create undesired or unintentional risks of a material nature
Approves compensation levels and programs for the executive officers, including the CEO

Compensation Committee Charter

Health, Safety, Environmental & Technical Committee

Committee Members

George R. Johnson, Chair

Charles B. Stanley

Alice Wong

Stephen F. Ralbovsky

Mark P. Board

Responsibilities

Oversees operational and other technical risks, reserves, environmental, health and safety compliance, as well as risks related to public policy initiatives
Monitors the implementation and effectiveness of health, safety, environmental and sustainability policies and systems
Oversees strategy and efforts to protect and improve the quality of the environment, including climate change and sustainability policies and programs
Monitors efforts to create a culture of continuous improvement related to health, safety, environmental and sustainability practices

Health, Safety, Environmental & Technical Committee Charter

Executive Committee

Chairperson
Rob Krcmarov

Chair of the Board
Catherine J. Boggs

Non-Executive Stock Award Committee

Rob Krcmarov
Chairperson

Catherine J. Boggs
Chair of the Board

Accountability for Environment Social & Governance (ESG)

The Governance and Social Responsibility Committee (GSR) is responsible for overseeing corporate governance and ESG risks and opportunities. In addition, the Health, Safety, Environmental and Technical Committee (HSET) supports the furtherance of 天天棋牌鈥檚 commitment to adopt best practices in mining operations, promote a healthy and safe work environment and advance environmentally sound and socially responsible resource development.

Executive Level

At the executive level, the Vice President – Sustainability reports directly to the CEO and is responsible for implementing the Company鈥檚 sustainability program, specifically the community relations, environmental and social aspects of ESG, while the Board focuses on governance aspects.

Local Level

At the local level, the Company has risk assessment and mitigation measures in place at each operation, and the Vice President 鈥� General Managers are responsible for ensuring continuous improvement toward sustainability goals.

Director Communications

Shareholders or other interested parties wishing to communicate with the Chair or with the non-management directors as a group, may do so by delivering or mailing the communication in writing to:

Chair of the Board
c/o Corporate Secretary
天天棋牌
6500 N Mineral Dr., Suite 200
Coeur d鈥橝lene, Idaho 83815-9408

Concerns relating to accounting, internal controls or auditing matters are immediately brought to the attention of our internal auditor and handled in accordance with procedures established by the Audit Committee with respect to such matters. From time to time, the Board may change the process in which shareholders may communicate with the Board or its members.