Pro Asian Gold | Corporate Governance

Corporate Governance

Our commitment to responsible mining is supported by a robust governance framework.

Responsible Mining Governance

Our commitment to responsible mining is supported by a robust governance framework, setting out the Company’s expectations of our people, suppliers, and contractors in the conduct of their daily work.

At the core of this framework is the Code of Business Conduct and Ethics and Pro Asian Gold management systems, programs, and policies. These provide a common standard by which all sites are expected to operate—from community, health, environmental, safety, security, human rights, and ethical perspectives. These systems are complemented by expert advice from our external CSR Advisory Board to help keep us true to our commitment to mining in a responsible manner.

Pro Asian Gold Board of Directors provides oversight of this framework and systems, as they are responsible for the stewardship of the Company, while our senior management is responsible for the management and implementation of the framework and systems.

 

Our Vision

Our vision is the generation of wealth through responsible mining—wealth for our owners, our people, and the countries and communities with which we partner.

We aim to be the leading mining company focused on gold, growing our cash flow per share by developing and operating high-quality assets, through disciplined allocation of human and financial capital, and operational excellence.

 

Our values

PEOPLE: Attract and develop strong people who act with integrity, are tireless in their pursuit of excellence, and inspire others to be their best.

URGENCY: Act with urgency. Seek out opportunities and determine how to capitalize on them.

RESPONSIBILITY AND ACCOUNTABILITY: Act as an owner. Take initiative. Own up to mistakes and learn from them. Drive change. Always look for ways to make things better.

PARTNERSHIPS: Earn trust and create transparency to build enduring partnerships between our people and with the countries and communities in which we operate.

OPERATIONAL EXCELLENCE: Lead the industry in safety and environmental practices—all while unleashing the full potential of all our assets through ingenuity, drive, and innovation.

SHAREHOLDER VALUE: Allocate money and people to opportunities that grow our free cash flow per share, while maximizing our net asset value.

EXECUTION: Do what we say we are going to do.

 

Code of Business Conduct and Ethics

As a company and as individuals, we must guide our conduct by the highest standards of honesty, integrity, and ethical behaviour. Pro Asian Gold Code of Business Conduct and Ethics embodies Pro Asian Gold commitment to conduct business in accordance with all applicable laws, rules, and regulations, and the highest ethical standards throughout our organization. The Code has been adopted by the Board of Directors and applies to every Pro Asian Gold person, including the President and other senior executive and financial officers, and to our Board of Directors.

We require all our people, including Directors, to read and comply with the Code and associated policies. Pro Asian Gold provides mandatory training on the Code and related policies to all new people, and requires all management and supervisory personnel to confirm their compliance annually. All Pro Asian Gold people are accountable for adhering to the Code, and are responsible for reporting behaviour that violates the Code.

The Code was revised and updated to make it less formal, more closely connected to our core values, and more user-friendly by incorporating clear examples and a section of frequently asked questions.

 

Leadership & Oversight

Oversight of Pro Asian Gold responsible mining approach is provided at both Board and executive level.

The Corporate Responsibility Committee supports the Board in fulfilling its oversight responsibilities regarding environmental, health and safety, corporate social responsibility (including sustainable development, community relations, and security matters), and human rights programs, policies, and performance. The Committee also makes recommendations to the Board, where appropriate, on significant matters relating to these issue areas.

The CR Committee was composed of five independent directors. Each quarter, the CR Committee receives presentations from management 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 matters, human rights issues, and corporate social responsibility (CSR) programs.

At a management level, leadership is provided through executives responsible for functional oversight at an enterprise-level and through General Managers and Executive Directors, who are jointly responsible for performance at Pro Asian Gold sites.

 

Policies & Management Systems

Pro Asian Gold has in place specific policies that direct our people as they interact with their colleagues, people in communities, government officials, the physical environment and others. To implement these policies, the Company has put in place management systems—from community relations to environment to security—setting expectations, defining performance standards, and providing the necessary tools to manage our social and environmental impacts.

Every Pro Asian Gold person must also comply with applicable portions of Pro Asian Gold Anti-Fraud Policy, Disclosure Policy, Insider Trading Policy, Anti-Bribery and Anti-Corruption Policy, Human Rights Policy, Policy with respect to the Declaration of Fundamental Principles and Rights at Work, Safety and Occupational Health Policy, Environmental Policy, and their particular country’s policies. Together, these helps embed our commitment to responsible mining practices across our business and translate this commitment into on-the-ground performance.

 

Sustainability Metrics in Performance-Based Compensation

Pro Asian Gold performance-based compensation system provides incentives that are both short-term and long-term in nature.

Annual Performance Incentives for Senior Executives are based on short-term functional and operational priorities. Each Senior Executive has an individual scorecard with measures that relate to Pro Asian Gold strategic principles and priorities. Weightings and goals vary by role, but most include a portion that relates to Pro Asian Gold sustainability performance.