Corporate Governance

CORPORATE GOVERNANCE

 

Responsible Mining Governance

Our commitment to responsible mining is backed up by a strong governance framework that outlines the expectations of our company, our suppliers and our contractors in the course of everyday operations.

The ProAsianGold management systems, programs and policies, as well as the Code of Business Conduct and Ethics, are at the heart of this framework. From the standpoint of the community, health, environment, safety, security, human rights, and ethics, these offer a uniform standard by which all sites are required to operate. These processes are backed up by expert guidance from our external Risk Management Advisory Board, which helps us stay on track with our commitment to responsible mining.

The ProAsianGold Board of Directors monitors this framework and systems since they are accountable for the company's stewardship, while our senior management is in charge of the framework and systems management and implementation.

 

Our Vision

Our goal is to create value via responsible mining for our shareholders, employees, and the communities with which we collaborate.

We strive to be the world's foremost gold mining company, with a focus on generating returns through the development and operation of high-quality assets, disciplined human and financial capital allocation, and operational excellence.

 

Our Values

PEOPLE: Attract and develop strong individuals that behave with integrity, are relentless in their pursuit of greatness, and motivate others to achieve their full potential.

URGENCY: Act with diligence, seek opportunities and figure out how to take advantage of them.

RESPONSIBILITY AND ACCOUNTABILITY: Take on the role of a business owner. Take control of the situation. Accept responsibility for challenges and learn from them. Make a difference and always be on the lookout for ways to improve.

PARTNERSHIPS: Build long-lasting partnerships between our people and the communities in which we operate by earning confidence and promoting transparency.

OPERATIONAL EXCELLENCE: Lead the industry through environmental safety practices, while using inventiveness, determination and innovation to unlock the full potential of all our assets.

SHAREHOLDER VALUE: Invest resources and workforce in opportunities that will increase our free cash flow per share while also increasing our net asset value.

EXECUTION: Be committed to achieving the established goals.

 

Code of Business Conduct and Ethics

We operate according to the greatest standards of honesty, integrity and ethical behavior, both as a company and as individuals. ProAsianGold's Code of Business Conduct and Ethics highlights the company's dedication to operating in line with all applicable laws, rules and regulations, as well as the highest ethical standards. The Board of Directors has approved the Code, which applies to all ProAsianGold employees, including the President and other senior executive and financial officers, as well as our Board of Directors.

All of our employees, including Directors, are required to follow the Code and related policies. All new employees are required to get mandatory training on the Code and related regulations, and all management and supervisory professionals must validate their compliance annually. All members of ProAsianGold are responsible for following the Code and reporting any behavior that contradicts it.

By integrating clear examples and a section of commonly asked questions, the Code was amended and updated to make it less formal, more closely tied to our core principles, and more user-friendly.

 

Leadership and Oversight

At both the board and executive levels, ProAsianGold's responsible mining strategy is supervised.

The Corporate Responsibility Committee assists the Board in carrying out its oversight responsibilities in the areas of environment, health and safety, corporate social responsibility (including sustainable development, community relations, and security issues) and human rights programs, policies, and performance. Where necessary, the Committee also makes recommendations to the Board on key issues relating to these topic areas.

Five independent directors created the Risk Management Committee. The management offers the Committee presentations on the company's environmental performance and initiatives, reclamation and closure costs, safety and health performance and initiatives, permitting and government approvals at the company's mines and projects, security issues, human rights issues, and corporate social responsibility programs.

Executives responsible for enterprise-level functional control, General Managers and Executive Directors, who are jointly responsible for performance at ProAsianGold facilities, provide leadership at the management level.

 

Policies and Management Systems

ProAsianGold takes measures that direct our employees' interactions with coworkers, community members, government officials, the physical environment, and others. The company has put in place management systems to implement the established objectives, ranging from community relations to environmental protection and security, with the goal of setting expectations, defining performance standards, and providing the tools needed to manage our social and environmental impacts.

 

Performance-Based Compensation and Sustainability Metrics

The performance-based compensation system used by ProAsianGold offers both short- and long-term rewards.

Senior Executives annual performance incentives are focused on short-term functional and operational priorities. Each Senior Executive has their own scorecard, which includes metrics related to ProAsianGold's strategic concepts and aims. The weightings and aims for each function differ, but they all have a percentage that is related to ProAsianGold sustainability.