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Board of directors
- Subject to the Memorandum and Articles of the Company and applicable law, the Board of Directors of the Company (the “Board”) has a responsibility for the stewardship of the Company, including the responsibility to:
- Audit Committee: Michael Carroll, Neil de Gelder and David Press
- Human Resources & Compensation Committee: Walter Segsworth, Noel Dunn and David Press
- Nominating and Governance Committee: Neil de Gelder and Noel Dunn
- Health, Safety & Environment Committee: David Press, Walter Segsworth and Geoff Burns,
- Finance Committee: Noel Dunn, Michael Carroll, Ross Beaty and Geoff Burns
BOARD COMPOSITION AND MEETINGS
- A majority of the Board shall be unrelated to the Company.
- For the purposes of this Mandate, an “unrelated director” means a director who is independent of the management of the Company and is free from any interest and any business or other relationship which could, or could reasonably be perceived to, materially interfere with the director’s ability to act with a view to the best interests of the Company, other than interests and relationships arising from shareholdings.
- The directors will be elected each year by the shareholders of the Company at the annual general meeting of shareholders. The Nominating and Governance Committee will recommend to the full Board nominees for election to the Board and the Board will propose a slate of nominees to the shareholders for election as directors for the ensuing year.
- Immediately following each annual general meeting, the Board shall:
- elect a Chairman of the Board and, when desirable, a lead director of the Board, and establish their duties and responsibilities;
- appoint the President and CEO of the Company and establish their duties and responsibilities;
- on the recommendation of the CEO, appoint the senior officers of the Company and approve the senior management structure of the Company;
- appoint a nominating and governance committee, an audit committee, a compensation committee and a health, safety and environment committee; and
- approve the mandate, duties and responsibilities of each committee of the board of directors;
- The Board shall be responsible for monitoring the performance of the President and CEO, and for determining the compensation of the President and CEO.
- From time to time, the Board may appoint special committees to assist the Board in connection with specific matters.
- The Board shall meet not less than four times during each year and will endeavour to hold one meeting in each financial quarter. The Board will also meet at any other time at the call of the Chairman of the Board or, subject to the Memorandum and Articles of the Company, of any director.
- The Board will ensure the Company has management of the highest calibre. This responsibility is carried out primarily by:
- appointing the President as the Company’s business leader and developing criteria and objectives against which the Board will assess, on an ongoing basis, the President’s performance;
- developing position descriptions for the Chairman of the Board and the chair of each board committee and, with the CEO, developing position descriptions for the President and CEO, and regularly assessing those appointed individuals against such descriptions; and
- developing and approving corporate objectives which the CEO is responsible for meeting, and assessing the CEO against these objectives.
- A principal responsibility of the Chairman of the Board will be to manage and act as the chief administrative officer of the Board with such duties and responsibilities as the Board may establish from time to time. The Chairman of the Board need not be independent of management.
- The principal duties and responsibilities of the lead director will be as established by the Board from time to time. The lead director will be independent of management.
- The Board will ensure that proper limits are placed on management’s authority.
STRATEGIC PLANNING PROCESS AND RISK MANAGEMENT SYSTEM
- The Board is responsible for adopting, supervising and providing guidance on the strategic planning process and approving a strategic plan which takes into account, among other things, the opportunities and risks of the Company’s business.
- The President and senior management team will have direct responsibility for the ongoing strategic planning process and the establishment of long term goals for the Company, which are to be reviewed and approved not less than annually by the Board.
- The Board will have a continuing understanding of the principal risks associated with the business, largely through continuous communication with management. The Board will ensure the implementation of appropriate systems to manage any such risks.
- The Board will provide guidance to the President and senior management team with respect to the Company’s ongoing strategic plan. The Board is responsible for monitoring the success of management in implementing the approved strategies and goals.
INTERNAL CONTROLS AND MANAGEMENT INFORMATION SYSTEMS
- Through the President and CEO, management will establish systems to ensure that appropriate and responsible levels of internal controls are in place for the Company. The confidence of the Board in the ability and integrity of management is the paramount control mechanism.
- The Board will monitor and review annually the policies and procedures that are in place to provide for effective communication by the Company with its shareholders and with the public generally, including:
- effective means to enable shareholders to communicate with senior management and the Board; and
- (ii) effective channels by which the Company will interact with analysts and the public.
- The Board will approve the content of the Company’s major communications to shareholders and the investing public, including interim and annual reports, the Management Information Circular, the Annual Information Form, any prospectuses that may be issued and significant press releases.
- The Board will maintain a Corporate Disclosure Policy which summarizes its policies and practices regarding disclosure of material information to investors, analysts and the media.
- The Board will keep in place, and review regularly, adequate and effective succession plans for the Chairman, President and senior management personnel (including appointing, training and monitoring senior management).
- The Board will provide for the independent functioning of the Board. The Board will implement appropriate structures and procedures to ensure that the Board can function independently of management at such times as is desirable or necessary through:
- the recruitment of strong, independent directors, who shall compose a majority of the Board;
- the appointment of a committee of directors independent of management;
- the appointment of a lead director who is not a member of management; and
- the institution of regular meetings of independent directors at every quarterly Board meeting, without the presence of management and which is chaired by the lead director.
- All directors will have open access to the Company’s senior management.
- The Board encourages individual directors to make themselves available for consultation with management outside Board meetings in order to provide specific advice and counsel on subjects where such directors have special knowledge and experience.
NEW DIRECTOR ORIENTATION AND CONTINUING EDUCATION
- The Nominating and Governance Committee, in conjunction with the Chairman and President, is responsible for ensuring that new directors are provided with an orientation and education program.
- The details of the orientation of each new director will be tailored to that director’s individual needs and areas of interest.
- The Board will assist the Nominating and Governance Committee in establishing and maintaining an ongoing director education program.
- Approve all capital plans and establish priorities for the allocation of funds to ongoing operations and capital projects.
- Approve all single expenditure items proposed by the Company exceeding $2,000,000 not provided for in any approved capital plan.
- Approve any policy for hedging and forward sales of silver and/or base metals.
- Approve any policy for management of foreign currency risk.
- Approve the annual budget.
- Attend, prepare for and be actively involved in regular Board meetings and, if applicable, Board committee meetings.
- Develop the Company’s approach to corporate governance, including developing a set of corporate governance principles and guidelines that are specifically applicable to the Company.
- Adopt and monitor, through the Nominating and Governance Committee, a formal code of business ethics that will govern the behaviour of directors, officers and employees of the Company, and, in appropriate circumstances, grant waivers from such code of business conduct.
- The Board and any committees may at any time retain outside financial, legal or other advisors at the expense of the Company. Any director may, subject to the approval of the Chairman of the Board, retain an outside advisor at the expense of the Company.
Senior management of Pan American Silver Corp. (the “Company”), as overseen by its Board of Directors (the “Board”), has primary responsibility for the Company’s financial reporting, accounting systems and internal controls. The Audit Committee (the “Committee”) is a standing committee of the Board established for the purposes of: (i) overseeing the integrity of the Company’s financial statements and accounting processes of the Company; and (ii) overseeing the external auditor’s qualifications and independence. The external auditors of the Company will report directly to the Committee.
COMPOSITION AND MEETINGS
- The Committee shall be composed of at least three independent directors.1
- All members of the Committee shall, to the satisfaction of the Board, be Financially Literate and at least one member will be a Committee Financial Expert (“Financially Literate” and “Committee Financial Expert” are defined in the Definitions section of this Charter).
- The members of the Committee shall be appointed by the Board, based on the recommendation of the Nominating and Governance Committee, to serve one year terms and are permitted to serve an unlimited number of consecutive terms.
- The Committee shall appoint a chair (the “Chair”) from among its members who shall be an unrelated director.
- The Committee will make every effort to meet at least four times per year and each member is entitled to request that an additional meeting be called, which will be held within one week of the request for such meeting. A quorum at meetings of the Committee shall be two members.
- The external auditor may request the Chair to call a meeting of the Committee to consider any matter that the auditor believes should be brought to the attention of the directors or the shareholders of the Company.
- The Committee will make every effort to ensure that minutes of the Committee meetings be distributed to all members of the Committee with copies to the chief financial officer and the external auditor.
The Committee will review this Charter periodically, but at least once per annum, and recommend to the Board any necessary amendments.
The Committee will review and discuss with the external auditors:
- the audited annual financial statements, and recommend to the Board they be approved for inclusion in the Company’s annual report;
- interim financial statements, and the notes related thereto, and recommend to the Board they be approved for inclusion in the Company’s quarterly financial release;
- other financial information included in the Company’s annual report;
- quarterly and annual Management Discussion and Analysis;
- the annual and interim earnings press releases before the Company publicly discloses the information contained therein;
- any press release to be publicly disseminated which contains material information of a financial nature; and
- the Annual Information Form.
- The Committee will recommend to the Board the external auditor to be nominated for appointment by shareholders at each annual general meeting of the Company.
- The Committee will review the performance of the external auditor and, where appropriate, recommend to the Board the removal of the external auditor.
- The Committee will confirm the independence and effectiveness of the external auditor, which will require receipt from the external auditor of a formal written statement delineating all relationships between the auditor and the Company and any other factors that might affect the independence of the auditor.
- The external Auditor will report directly to the Audit Committee.
- The Committee will oversee the work of the external auditor generally, and review and report to the Board on the planning and results of external audit work, including:
- the external auditor’s engagement letter or other reports of the auditor;
- the reasonableness of the estimated fees and other compensation to be paid to the external auditor;
- the form and content of the quarterly and annual audit report, which should include, inter alia:
- a summary of the Company’s internal controls and procedures;
- any material issues raised in the most recent meeting of the Committee;
- any other related audit, review or attestation services performed for the Company by the external auditors; and
- an assessment of the external auditor’s performance.
- The Committee will actively engage in dialogue with the external auditor with respect to any disclosed relationships or services that may affect the independence and objectivity of the external auditor and take, or recommend the Board take, appropriate actions to oversee the independence of the external auditor.
- The Committee will review and pre-approve all non-audit services provided to the Company or its subsidiaries by the external auditor prior to the commencement of such services. Pre-approval of non-audit services will be satisfied only if the requirements as set out in National Instrument 52-110 “Audit Committees” are satisfied.
- The Committee will monitor the relationship between management and the external auditor and resolve any disagreements between them regarding financial reporting.
Accounting System and Internal Controls
The Committee will:
- Obtain reasonable assurance from discussions with (and/or reports from) management, and reports from external and internal auditors that the Company’s financial and accounting systems are reliable and that the prescribed internal controls are operating effectively.
- In consultation with the external auditor and the Disclosure Committee of the Board, review the integrity of the Company’s financial reporting process and the internal control structure.
- Review the acceptability of the Company’s accounting principles and direct the auditors’ examinations to particular areas of question or concern, as required.
- Request the auditors to undertake special examinations (e.g., review compliance with conflict of interest policies).
- Together with management, review control weaknesses identified by the external and internal auditors.
- Review the appointments of the chief financial officer and key financial executives.
The Committee will:
- Review activities, organization structure and qualifications of the internal audit function.
- Review the resources, budget, reporting relationships and planned activities of the internal audit function.
- Review internal audit findings and determine that they are being properly followed up.
- Annually review and recommend changes, if any, to the internal audit procedures.
- Review with the Company’s legal counsel any legal matter that could have a significant impact on the Company’s financial statements.
Ethical and Legal Responsibilities
- The Committee will review and monitor the Company’s compliance with applicable legal and regulatory requirements, particularly those related to financial reporting and disclosure.
- The Committee will review all related-party transactions.
The Committee will establish procedures for:
- the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters; and
- the confidential, anonymous submission by employees of the Company and its subsidiaries of similar concerns.
- The Committee shall have the authority to:
- a. engage independent counsel and other advisors as it determines necessary to carry out its duties;
- b. set and pay the compensation for any advisors employed by the Committee; and
- c. communicate directly with the internal and external auditors.
- The Committee shall have the power, authority and discretion delegated to it by the Board which shall not include the power to change the membership of or fill vacancies in the Committee.
- A resolution approved in writing by the members of the Committee shall be valid and effective as if it had been passed at a duly called meeting. Such resolution shall be filed with the minutes of the proceedings of the Committee and shall be effective on the date stated thereon or on the latest date stated in any counterpart.
- The Board shall have the power at any time to revoke or override the authority given to or acts done by the Committee except as to acts done before such revocation or act of overriding and to terminate the appointment or change the membership of the Committee or fill vacancies in it as it shall see fit.
- The Committee shall have unrestricted and unfettered access to all Company personnel and documents and shall be provided with the resources necessary to carry out its responsibilities.
Capitalized terms used in this Charter and not otherwise defined have the meaning attributed to them below:
“Financially Literate” means the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised in the Company’s financial statements.
“Committee Financial Expert” means a person who has the following attributes:
- an understanding of generally accepted accounting principles and financial statements;
- the ability to assess the general application of such principles in connection with the accounting for estimates, accruals and reserves;
- experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and level of complexity of issues that can reasonably be expected to be raised in the Company’s financial statements, or experience actively supervising one or more persons engaged in such activities;
- an understanding of internal controls and procedures for financial reporting; and
- an understanding of audit committee functions;
acquired through any one or more of the following:
- education and experience as a principal financial officer, principal accounting officer, controller, public accountant or auditor or experience in one or more positions that involve the performance of similar functions;
- experience actively supervising a principal financial officer, principal accounting officer, controller, public accountant, auditor or person performing similar functions; or
- experience overseeing or assessing the performance of companies or public accountants with respect to the preparation, auditing or evaluation of financial statements; or other relevant experience.
Human Resources and Compensation Committee
The purpose of the Human Resources & Compensation Committee (the “Committee”) of the Board of Directors of Pan American Silver Corp. (the “Board”) is to assist the Board in fulfilling its responsibilities relating to human resources and compensation issues.
In addition, the Committee shall review, approve and administer the Company’s share compensation plans.
COMPOSITION AND MEETINGS
Committee members will include only duly-elected directors.
The Committee shall consist of no less than three directors, all of whom shall qualify as independent directors, taking into account the applicable rules and regulations of securities regulatory authorities and/or stock exchanges.
The Board, on recommendation of the Nominating and Governance Committee, shall appoint the Chair of the Committee.
Members of the Committee shall be appointed annually at a meeting of the Board (effective after election of directors at the annual meeting of shareholders), provided that any member may be removed or replaced at any time by the Board and shall, in any event, cease to be a member of the Committee upon ceasing to be a member of the Board. If an appointment of the members of the Committee is not made as prescribed, the members shall continue as such until their successors are appointed.
Subject to the powers and duties of the Board, the board hereby delegates to the Committee the following powers and duties to be performed by the Committee on behalf of and for the Board.
- Human ResourcesThe Committee is expected to:
- in conjunction with the CEO, develop and recommend to the Board for its approval the Corporation’s human resources strategy that supports its business strategy;
- review the organizational structure and report any significant organizational changes, along with the Committee’s recommendations, to the Board for approval;
- at least once annually, together with the CEO, review and approve or determine, succession plans for the senior executive team, including specific plans and career planning for potential successors;
- review and recommend to the Board for approval any proposed appointment of any person to the senior executive team and any proposed appointment of any corporate officer of the Corporation; and
- review and recommend to the Board for approval any Executive Agreements between the Company and senior management employees that address terms of employment, responsibilities, compensation, retirement, termination of employment or other special conditions.
- CompensationThe Committee is expected to review, consult with the Chief Executive Officer and make recommendations to the Board with respect of the following:
- overall compensation philosophy, strategy and policies for officers and employees of the Company;
- administration of the Company’s Stock Option Plan and determining its use, from time to time, as a form of compensation for senior management employees of the Company;
- incentive compensation program payments, including the annual (AIP) and Long Term (LTIP) plans; and
- special compensation, recruiting and retention programs to address unique circumstances, as and when needed.
- President & Chief Executive Officer Position
- review and make recommendations to the Board with respect to the annual and long term corporate goals and objectives relevant for determining the compensation of the President & Chief Executive Officer;
- annually review the personal performance of the President & Chief Executive Officer relative to the corporate goals and objectives (AIP performance) established for this position (the “Performance Review”);
- report to the Board the results of the Performance Review;
- recommend to the Board the compensation for the President & Chief Executive Officer based on the Performance Review, relevant market considerations and existing contractual arrangements; and
- recommend to the Board the succession plan for the CEO.
- Other Duties
- establish minimum share ownership recommendations for executive officers and annually review compliance with such recommendations;
- review and approve the annual disclosure relating to executive compensation contained in the Management Information Circular of the Company;
- review and assess this Mandate at least annually and recommend any proposed changes to the Board; and
- evaluate the functioning of the Committee as a whole and its individual members on an annual basis.
- the Committee shall have the authority to retain any compensation consultants to advise the Committee and to approve such consultants’ fees and other retention terms. The Committee shall have the authority to obtain advice and assistance from outside legal or other advisors in its sole discretion;
- the Committee, upon approval by a majority of the members of the Committee, may delegate certain of its duties and responsibilities to subcommittees of the Committee, which must report back to the full Committee.
- the time and place of the meetings of the Committee, the calling of meetings and the procedure in all things at such meetings shall be determined by the Chairman of the Committee;
- the Committee shall meet a minimum of four times per fiscal year;
- committee meetings may be held in person, by video conference, by means of telephone or by combination of any of the foregoing;
- the Committee shall hold in-camera sessions during which the members of the Committee shall meet in the absence of management;
- a majority of Committee members, provided there are at least three, present in person, by video conference, by telephone or by a combination thereof, shall constitute a quorum.
MANNER OF REPORTING TO THE BOARD
- the Committee shall maintain minutes of its meetings, copies of which will be made available to any director of the Board upon request;
- the full Board shall be kept informed of the Committee’s activities by a verbal report following each Committee meeting.
Nominating and Governance Committee
The main purpose of the Nominating and Governance Committee (the “Committee”) is to establish procedures for enhancing the Company’s performance, to assess and make recommendations to the Board of Directors (the “Board”) regarding its overall effectiveness and to establish and supervise the process for identifying, recruiting, appointing, re-appointing, and providing ongoing development for, directors.
COMPOSITION, MEMBER QUALIFICATIONS AND OPERATIONS
- The nominating and governance committee (the “Committee”) shall consist of not less than two members of the Board, all of whom shall be independent directors.
- The Committee shall meet at least once each year on a date determined by the chairman of the Committee.
- The chairman of the Committee shall be an unrelated director.
DUTIES AND RESPONSIBILITIES
The duties and responsibilities of the Committee are as follows:
- Oversee the effective functioning of the Board.
- To annually review, and make recommendations to the Board, with respect to:
- the independence of each director;
- the competencies and skills that the Board should, as a whole, possess;
- the competencies, skills and experience that each existing director should possess;
- the appropriate size of the Board, with a view to facilitating effective decision-making;
- the appropriateness of the committees of the Board, their mandates and responsibilities and the allocation of directors to the committees;
- the appropriateness of the terms of the mandate and responsibilities of the Board;
- the directorships, if any, held by the Company’s directors and officers in other corporations; and
- the compensation of the directors in light of time commitments, comparative fees, risks and responsibilities
- Oversee the relationship between management and the Board to ensure the Board is able to, and in fact does, function, independently of management, and to recommend, without limitation, any of the following:
- the appointment of a committee of directors independent of management;
- the appointment of a lead director who is not a member of management; and
- the implementation of mechanisms to allow directors who are independent of management to meet and discuss issues in the absence of management.
- Review and assess the qualifications of, and recommend to the Board, possible nominees to become new Board members (such nominees to be proposed in management’s proxy circular for election or re-election at each annual general meeting), taking into consideration, among other things:
- the competencies and skills that the Board considers to be necessary for the Board, as a whole, to possess;
- the competencies and skills that the Board considers each existing director to possess;
- the competencies and skills each new nominee will bring to the boardroom; and
- whether the nominee can devote sufficient time and resources to his or her duties as a Board member.
- Identify and review the qualifications of and recommend to the Board possible candidates to fill vacancies on the Board between annual general meetings;
- Review the Board’s need for formal Board, committee and individual director evaluation processes, and development and implement appropriate processes;
- In conjunction with the Chairman of the Board and the President, ensure that new directors are provided with an orientation and education program, which will include:
- written information about the duties and obligations of directors;
- the business and operations of the Company;
- documents from recent Board meetings; and
- opportunities for meetings and discussion with senior management and other directors;
- Establish and maintain an ongoing director education program by:
- periodically canvassing the directors to determine their training and education needs and interests;
- arranging the funding for the attendance of directors at seminars or conferences that are of interest and of relevance to their position as a director;
- encouraging and facilitating presentations by outside experts to the Board or committees on matters of particular import or emerging significance; and
- ensuring that the General Counsel of the Company circulate to the Board members, on a quarterly basis, a memorandum summarizing new and evolving precedents applicable to directors of public companies with respect to their conduct, duties and responsibilities;
- Review and make recommendations to the Board with respect to the disclosure required concerning corporate governance to be contained in public disclosure documents of the Company, with a particular focus on the Company’s response to the TSX Guidelines which are included in the Company annual disclosure documents;
- With regards to the Company’s Code of Ethical Conduct (the “Code”):
- review and update periodically the Code and ensure that management has established a system to enforce the Code;
- review actions taken to ensure compliance with the Code and the results of confirmations and violations of the Code;
- ensure the Code, any revisions to the Code and any waivers to the Code granted by the Board are disclosed in a manner that meets regulatory guidelines; and
- ensure that any departures from the Code by a director or senior officer that constitute a “material change” within the meaning of National Instrument 51-201 Disclosure Standards, are reported in a manner that fully meets regulatory requirements.
- At the request of the Board, undertake any other initiatives as may be necessary or desirable in providing efficient and effective corporate governance for the benefit of shareholders and the overall success of the Company.
MANNER OF REPORTING TO THE BOARD
A. The Committee has the responsibility to make periodic reports to the Board, as requested, on governance related matters in respect of the Company.
A. The Committee shall have authority to engage and compensate any outside advisers that it deems necessary to permit it to carry out its duties.
Health Safety and Environment Committee
The management teams located at each of the Company’s operational and development project sites are responsible and will be held accountable for the development and implementation of procedures and programs that comply with this Mandate.
The main purposes of the Health, Safety & Environment Committee (the “Committee”) are to ensure that:
- the health and safety of the Company’s employees and contractors at its mining operations and development project sites is protected;
- the Company’s employees at its mining operations are adequately trained to practice safe mining technique and to avoid environmental hazards while conducting employment activities; and
- the operation of all mines and the development of new projects is conducted in an environmentally responsible manner by applying prudent design and operating practices and by educating and training the employees and contractors who work at these facilities.
COMPOSITION AND MEETINGS
- The Committee shall consist of not less than two members of the board of directors of the Company (the “Board”).
- The Committee shall meet at least four times year.
- The chair of the Committee, if one is appointed, shall be an independent director.
DUTIES AND RESPONSIBILITIES
A. The duties and responsibilities of the Committee are as follows. Where the Company has employed qualified personnel to manage the environmental affairs and the health and safety departments of the Company, the Committee will meet its requirements under this Mandate by taking appropriate steps to satisfy it that the following duties and responsibilities are being satisfactorily fulfilled by such qualified personnel.
- Keep informed of current applicable environmental, safety and health laws and regulations of the countries and regions in which the Company maintains operations or development projects.
- Periodically review and evaluate the environmental, safety and health policies and activities of the Company’s various operating subsidiaries to ensure compliance with appropriate laws and regulations.
- Ensure that audits of all health and safety programs and environmental management systems are conducted, not less than annually, of all exploration, construction, exploitation, remediation and mining activities of the Company and its subsidiaries.
- Receive and review the results of all audits and management’s activities of each operating subsidiary, and make recommendations in connection therewith.
- Review an annual report by management on environmental, safety and health issues.
- Ensure the Company educates its employees with respect to the potential hazards associated with their employment tasks, including on-site health and safety hazards, as well as environmental hazards.
- Ensure the Company requires its employees to execute their employment-related duties in a manner that minimizes workplace and environmental hazards, and that the Company provides its employees with the appropriate tools and training to do so.
- Ensure procedures are in place for the efficient and effective reporting of on-site accidents.
- Ensure that any event that violates environmental compliance is immediately mitigated and reported in a diligent manner.
- Ensure that first aid and emergency response plans are in place at each operation and development project.
- Ensure the Company has implemented emergency response plans at each of its operations or development projects to protect against unforeseen events that may harm the environment.
- Promote and facilitate employee participation in the development of health and safety and environmental standards, and ensure there are proper procedures available to employees for the prompt reporting of any perceived breaches of such standards.
- Conduct annual reviews of the Company’s Health, Safety and Environment Mandate and related policies, and report findings to the Company’s management and Board.
- Ensure the Company has in place procedures to receive and address potential concerns of stakeholders and affected communities.
MANNER OF REPORTING TO THE BOARD
- The Committee has the responsibility of making reports to the Board following each Committee meeting on health and safety, and environmental matters relating to the Company.
- The Committee shall maintain minutes of its meetings.
The purpose of the Finance Committee (the “Committee”) of the Board of Directors (the “Board’) of Pan American Silver Corp. (the “Company”) shall be to assist the Board in monitoring and reviewing the financial structure, investment policies and financial risk management programs of the Company generally and making recommendations to the Board as appropriate.
The Committee’s responsibilities shall include:
- reviewing the policies underlying the financial plan of the Company to ensure its adequacy and soundness in providing for the Company’s operational and capital plans;
- reviewing the Company’s debt and equity structure;
- reviewing the establishment and maintenance of a dividend policy;
- reviewing proposed major financing activities, including any related tax planning;
- reviewing the method for financing proposed major acquisitions by the Company;
- assessing policies and procedures for entering into investments and reviewing investment strategies for the Company’s cash balances;
- reviewing the Company’s financial risk management program, including any significant commodity, currency or interest rate hedging programs; and
- making recommendations to the Board with respect to the foregoing.
The Committee shall have the authority to obtain advice and assistance from outside legal, accounting or financials advisors in its sole discretion. The Committee may, in its discretion, delegate all or a portion of its duties and responsibilities to a subcommittee of the Committee.
The Committee shall be appointed by the Board annually and:
- shall consist of not less than three members of the Board; and
- the chair of the Committee shall be an independent director.
If the Committee has, at any time, less than the prescribed number of members, the remaining Committee members shall continue until any such the vacancies are filled.
The Committee shall meet at least twice annually at the time and place determined by the Committee.
Manner of Reporting to the Board
The Committee has the responsibility of making periodic reports to the Board, as requested or appropriate.
The Committee shall maintain minutes of its meetings.