Board of Directors
The board of directors (the "Board") is primarily responsible for supervising the management of the Corporation's business and affairs. Its authority is determined by the provisions of the Canada Business Corporations Act and by the Corporation's By-laws. In addition, the Board's activities are governed by a set of procedural rules which are adopted by the Board. The Board regularly reviews its guidelines and policies and, not less than annually, considers how its corporate governance practices align with guidelines established by the Canadian regulatory authorities having authority, including the Toronto Stock Exchange.
The Board meets as required to conduct its business, which includes the approval of the quarterly and annual audited consolidated financial statements of the Corporation.
The Board's Chair, together with the lead director, is responsible for the management, development and effective performance of the Board, for monitoring the Corporation's development through regular contact with the President and CEO, and for ensuring that the Board regularly receives reports concerning the development of the Company's business and operations, including progress in respect of profits, liquidity and significant contractual matters.
Chair Position Description
The Chair of the Board (the "Chair") is responsible for the management, the development and the effective performance of the Board of Directors and for providing leadership to the Board for all aspects of its work. The Chair acts in an advisory capacity to the Chief Executive Officer (hereinafter also referred to as the "CEO") and to other officers on all matters concerning the interests and management of the Corporation and, in coordination with the CEO, may play a role in the Corporation's external relationships.
Lead Director Position Description
The Lead Director shall be an independent director appointed annually by the independent members of the Board of Directors (the “Board”) of Lundin Mining Corporation (the “Corporation”) to act as the independent leader of the Board. The Lead Director will have a sufficient level of experience with corporate governance matters to ensure that the Board functions independently of management of the Corporation and the Chair of the Board (the “Chair”). If the appointment of the Lead Director is not made annually, the director who is then serving as Lead Director shall continue in that role until his or her successor is appointed.
Dale C. Peniuk (Chair), Catherine J. G. Stefan and Juliana L. Lam
Corporate Governance and Nominating Committee:
Catherine J. G. Stefan (Chair), C. Ashley Heppenstall and Karen P. Poniachik
Human Resources/Compensation Committee:
Donald K. Charter (Chair), C. Ashley Heppenstall and Dale C. Peniuk
Safety and Sustainability Committee:
Donald K. Charter (Chair), Jack O. Lundin and Karen P. Poniachik
PricewaterhouseCoopers LLP, Toronto, Ontario, Canada
The Audit Committee consists of three Board members, each of whom is independent and financially literate. The audit committee reviews and reports to the Board on the integrity of the consolidated financial statements of the Company. The Audit Committee ensures the Company has designed and implemented effective internal financial controls and reviews the compliance with regulatory and statutory requirements as they related to the financial statements, taxation matters and disclosure of material facts.
Corporate Governance and Nominating Committee
This Committee is comprised of three non-executive Board members and assists the Board in identifying qualified individuals for Board membership, develops and implements corporate governance guidelines, and reports annually to the Corporation's shareholders on the Corporation's system of corporate governance.
Safety and Sustainability Committee
The SSC Committee consists of three independent Board members. This Committee assists the Board in its oversight of health, safety, environment and community risks, the Corporation's performance in relation to health, safety, environmental and community matters, and the Corporation's compliance with applicable legal and regulatory requirements associated with health, safety, environmental and community matters.
Human Resources / Compensation Committee
The Human Resources/Compensation Committee is comprised of three non-executive members of the Board. The Human Resources/Compensation Committee is responsible for administering the Corporation's executive compensation program and implements and oversees human resources and compensation policies approved by the Board. The Committee meets not less than annually.
Governance Documents / Policies
- Accessibility Policy and Multi-Year Accessibility Plan
- Accessible Customer Service Policy
- Articles of Incorporation
- Company By-Laws (including Advance Notice Policy)
- Human Rights Policy
- Majority Voting Policy
- Summary of Differences in Shareholder Rights and Corporate Governance in Canada and Sweden
- Blackout Period Policy
- Diversity and Inclusion Policy
- Disclosure and Confidentiality Policy
- Code of Conduct, Ethical Values and Anti-Corruption Policy
- Whistleblower Policy
- Responsible Mining Policy
The Corporate Filings section contains regulatory filings including Annual Meeting documents, ESTMA Reports, Annual Information Forms and other documents.