Our commitment to strong corporate governance is foundational to our mission and strategy. Though a newly established company, we are intentional about building governance systems that promote transparency, integrity, and responsible leadership, ensuring the long-term interests of our investors, communities, employees, and partners are protected.
We are setting the standard from day one, combining global best practices with forward-thinking leadership principles to ensure we operate ethically, efficiently, and with stakeholder trust at the core of every decision.
🔹 BOARD COMPOSITION & INDEPENDENCE
Our Board is composed of a majority of independent directors, exceeding baseline regulatory requirements in the markets where we operate.
The roles of Chairperson and Chief Executive Officer are intentionally separated to maintain strategic oversight and clear accountability.
Key board committees, including Audit, Compensation, and Governance & Ethics, are made up entirely of independent directors.
The Internal Audit Function reports directly to the Audit Committee to preserve independence.
Our Board holds regular executive sessions that include only independent directors.
Annual director elections ensure shareholders retain meaningful influence.
Directors are elected by majority vote in uncontested elections.
🔹 ENGAGEMENT OF MANAGEMENT & INDEPENDENT EXPERTISE
Senior management routinely reports to the Board and committees on topics including operational performance, sustainability, health and safety, and climate impact.
The Audit Committee meets privately with both internal and external auditors to maintain oversight integrity.
The Compensation & Governance Committee works with independent external advisors who are not engaged in any other company services.
🔹 PERFORMANCE EVALUATION & SUCCESSION PLANNING
The Board, supported by the Governance & Ethics Committee, conducts an annual evaluation of its own performance and that of its committees.
CEO performance goals are set and reviewed annually by the Board, based on recommendations from the Compensation Committee.
Active engagement in succession planning includes strategic talent development reviews, ensuring long-term leadership continuity.
🔹 EXECUTIVE COMPENSATION & STOCK OWNERSHIP
Our compensation program is grounded in pay-for-performance principles, linking executive rewards to both short-term results and long-term value creation.
Long-term equity incentives feature a "double-trigger" clause for vesting in change-in-control scenarios.
We provide no executive perquisites beyond essential business needs such as relocation or security.
A risk assessment of all compensation structures is completed annually by the Compensation Committee.
Our Clawback Policy enables the recovery of incentive compensation in the event of material restatements or misconduct.
Stock ownership guidelines require:
CEO to hold shares equal to 6x base salary
Senior executives to hold shares equal to 3x base salary
Directors to maintain holdings equivalent to 5x annual cash retainer
Hedging and pledging of company shares by directors or officers is strictly prohibited.
🔹 COMMITMENT TO OUR SHAREHOLDERS
We are committed to maintaining strong, transparent relationships with our shareholders. As we grow, we will continue to evolve our governance practices to reflect the needs of a dynamic, global organization rooted in sustainability, innovation, and ethical resource development.