Governance
Governance Approach
STRUCTURE
The Board of Directors provides oversight of the Alamos senior management team and their application of the Company’s systems of corporate governance, financial reporting and risk management. Together, they are responsible for adequate and fair disclosure to shareholders and the Company’s ethical and legal conduct.
To see a comprehensive breakdown of our Governance structure, including descriptions of each member of the Board of Directors as well as a list of all sub-committees of the Board and their mandates, please see the About section of the Alamos website. For information on how members of the Board and sub-committees are nominated and selected, including a description of the specific criteria used (with specific reference to diversity, independence, competencies, and the views of stakeholders), please see our Management Information Circular.
Composition of Alamos’ Board of Directors
Table 2.1
| Male | 66% |
| Female | 33% |
| Under 30 Years Old | 0% |
| 30 – 50 Years Old | 0% |
| Over 50 Years Old | 100% |
| Belong to a Visible Minority Group | 0% |
The Technical and Sustainability (T&S) Committee of the Board oversees Alamos’ sustainability performance. The Committee is not directly involved in the preparation of the annual ESG Report, which is the responsibility of Alamos’ Sustainability team along with the Company’s senior management group. A portion of the Committee’s mandate is to review the Company’s existing values, strategies, policies, goals, and programs to ensure that they prevent or minimize any impacts of Alamos’ operations on all sustainability-relevant receptors, and to monitor their effectiveness via the annual performance review described below. The Public Affairs Committee reviews the measures and resources implemented to develop positive relationships with stakeholders impacted by Alamos’ operations. For full descriptions of the responsibilities of the T&S and Public Affairs Committees, please see the Technical and Sustainability Committee Charter and Public Affairs Committee Charter.
The highest executive directly responsible for sustainability matters is the Vice President (VP) of Sustainability and External Affairs. The VP is supported in this responsibility by the corporate Sustainability Department as well as dedicated site-based Environment, Community Relations, and Health and Safety teams. The VP reports to the Chief Operating Officer (COO), and they together meet with the T&S Committee on the management of sustainability topics on a periodic basis no less than twice per year.
Sustainability performance is a factor in executive compensation. The Chair of the Board, the Chair of the Human Resources Committee, and Alamos management meet annually to review the Organization’s performance for the year, by comparing year-end corporate metrics against a series of pre-determined, measurable, weighted targets. A portion of the Annual Incentive Bonus (for eligible executives and employees) is tied to the Company’s achievement of these targets. In 2023, 15% of the weighting was allocated to environmental, social and corporate governance (ESG) targets. Alamos’ success in achieving these targets is quantified in our Management Information Circular.
Continuous Improvement
Alamos’ commitment to continuous improvement extends to the Board of Directors. The Director Education Policy, established in 2016, encourages the continuous education of Board Members via the reimbursement of expenses for Director courses and self-study. The Company also encourages and supports Directors to attend conferences, seminars, and courses on subjects related to their role on the Board or its committees, including sustainability. Further, some members of our Board hold the Institute of Corporate Directors’ ICD.D designation, which requires the annual completion of at least 14 hours of continuing education. In September 2023, the Board received a cyber security training session from a leading accounting firm. The following month, as part of their annual strategy retreat, the Board participated in several educational sessions on topics which included climate change and ESG. The Board evaluates the effectiveness of itself, its committees, and individual Directors on an annual basis. To facilitate this evaluation, the Board conducts a detailed annual self-assessment survey of its performance, consisting of a review of its mandate, the performance of each Board committee and the performance of individual Directors. Individual board members are also interviewed by the Chair of the Board. The detailed survey includes both a self and peer review process for each individual Director, with respect to both the Board and its committees.
The Board evaluates the effectiveness of itself, its committees, and individual Directors on an annual basis.
OUR COMMITMENT
Alamos demonstrates a steadfast commitment to responsible business conduct through our Corporate Policies and monitoring of performance. Compliance with our Code of Business Conduct and Ethics is mandatory for every Alamos Director, officer, employee, and consultant. The Code sets forth commitments to: (a) honest and ethical conduct; (b) full, fair, accurate, timely and understandable disclosure in the Company’s public reports and communications; and (c) compliance with applicable governmental laws, rules, and regulations and stock exchange rules. The Code stipulates individual due diligence and the application of the precautionary principle to ensure adherence to these commitments.
The requirement to uphold, respect and support human rights is reinforced by our Human Rights Policy, which is guided by intergovernmental instruments such as the International Bill of Human Rights and the International Labour Organization’s Declaration on Fundamental Principles and Rights at Work.
CONFLICTS OF INTEREST
The Board of Directors should be free from actual, perceived or potential conflicts of interest to the greatest extent possible. No two members of our Board currently serve together on the boards (or board committees) of other public companies, and none, with the exception of the CEO, are involved in the day-to-day operations of the Company. Activities which may give rise to conflicts of interest are prohibited unless specifically approved by the Board or the Audit Committee. Each Director must disclose all actual or potential conflicts of interest to the Board or the Audit Committee and refrain from voting on all matters in which such Director has a conflict of interest. In addition, if a conflict of interest arises, the Director must excuse himself or herself from any discussion or decision on any matter in which the Director is precluded from voting as a result of a conflict of interest.
Anti-Bribery & Corruption
Alamos takes a zero-tolerance approach to bribery and corruption. All personnel and business partners, including employees, suppliers, contractors and subcontractors, are expected to conduct business legally and ethically, and to comply with the Alamos Anti-Bribery, Anti-Corruption and Anti-Competition Policy (ABCC Policy) and all applicable laws. Alamos does not operate in the 20 lowest-ranked countries on Transparency International’s 2023 Corruption Perceptions Index. Our ABCC Policy outlines our commitment to honest and ethical conduct and the need for compliance with applicable laws, rules and regulations. We have processes in place to cultivate a Company-wide culture of awareness and compliance education, as well as a system for internal confidential reporting of potential violations, and responding to and investigating reports of potential violations.
We have processes in place to cultivate a Company-wide culture of awareness and compliance education.
Our ABCC Policy Has Been Communicated To…
Table 2.2
| 100% of Board Members | 100% of Employees | 74% of Business Partners1 |
|---|---|---|
Alamos supports the Extractive Industries Transparency Initiative (EITI), and since 2016 has complied with Canada’s Extractive Sector Transparency Measures Act (ESTMA), which provides an equivalent level of reporting to the EITI standard. As per ESTMA, we publicly report on an annual basis all payments totaling $100,000 or more to all governments, in Canada and abroad, related to the commercial development of minerals. We do not make contributions to political parties or politicians.
100% of our operating mines are annually assessed for risks related to corruption through Alamos’ Fraud Risk Assessment. This component of our Internal Controls/SOX program is conducted by the Executive team in collaboration with members of the senior management team at each site, and covers corruption risks, financial reporting fraud, and theft of assets. Corruption has been assessed as low-risk at Alamos operations, and internal mitigation controls are maintained. Overall, the Alamos Risk Management Program is intended to ensure our strategic objectives are achieved while protecting our people, assets, stakeholders, reputation, and the environment. Its objectives are to:
- Understand our business risks through integrating the outputs of various risk functions (including health, safety, security, environment, community relations, etc.),
- Reduce the likelihood and consequences of risks to acceptable levels, and
- Make informed decisions based on risk-tolerance levels.
In 2023, there were 0 confirmed instances of corruption at any of our sites, and 0 public legal cases regarding corruption brought against our organization or employees.
Communicating Critical Concerns
The timely communication of actual or suspected violations to our Code of Business Conduct and Ethics and associated policies, as well as non-compliances with applicable laws, rules, and regulations is strongly encouraged. We support this goal by maintaining an accessible, independent whistleblower system. Any employee, contractor or director can confidentially communicate any concern or complaint, securely and anonymously, through the independent NAVEX Global EthicsPoint platform. All employees are informed of the whistleblower system. Communication channels are posted at all operations and offices, and further details are outlined within our Code of Business Conduct and Ethics, available on our website. Alamos is committed to remediating potential negative impacts associated with violations – all violation reports are addressed and investigated immediately and seriously by members of the Board of Directors. The Chair of the Audit Committee or her designee holds the sole responsibility to judge whether there has been a violation of the Code and, if warranted, determines an appropriate response, including corrective action and preventative measures, involving the Chair of the Audit Committee or Chief Executive Officer when required.
The effectiveness of the whistleblower system is monitored by tracking the outcome of reports and the timeliness of investigations. All 2023 whistleblower activity at our three operating mines is outlined in Table 2.3. One report was also received, investigated, and closed at the Toronto Head Office in 2023. There were no reports received at any of Alamos’ other non-operational locations.
2023 Whistleblower Activity
Table 2.3
| Young-Davidson | Island Gold | Mulatos | |
|---|---|---|---|
| Total Reports Received | 2 | 0 | 0 |
| Total Investigations | 2 | 0 | 0 |
| Reports Received, Investigated, and Closed in the Reporting year | 2 | 0 | 0 |
Performance
To monitor the effectiveness of our governance approach, Alamos tracks compliance and business ethics performance with the same focus and rigour as our environmental, social, and economic indicators. Our compliance procedures are reviewed at least annually by legal counsel and updated as appropriate. We also conduct periodic reviews and testing of our standards, procedures, and codes.
In 2023, Alamos incurred no penalties or non-monetary repercussions due to non-compliance with laws or regulations. Alamos’ subsidiary Minas de Oro Nacional, S.A de C.V. did reach a settlement in 2023 with the Sonora State Environmental Authority (Procuraduria Ambiental del Estado de Sonora) regarding a 2013 waste storage inspection issue. In the 3 years prior to 2023, Alamos has received three monetary sanctions in total (cumulatively valued at $15,947) and zero (0) non-monetary sanctions.
Alamos tracks compliance and business ethics performance with the same focus and rigour as our environmental, social, and economic indicators.
Our Policies
Alamos maintains high standards of corporate governance to ensure that our corporate decision-making reflects our values, including our commitment to sustainable development. Our policy commitments incorporate leading practices and set minimum expectations for every employee, contractor and visitor entering our sites. The general themes incorporated in our policies are also expected to be embraced by all parties with whom we share a business relationship.
Each policy or standard is owned by a member of the management team who possesses the expertise and accountability to ensure commitments are integrated into all relevant organizational strategies and operational procedures. Sustainability Policy commitments are approved at the most senior level of our business, by the Board of Directors’ T&S Committee.
Throughout the mining life cycle, a range of unique roles and skillsets are employed at each operation, project, and office. Given this variety, the training provided to our workforce on implementing our policy commitments is tailored to each individual’s own responsibilities. All corporate policies are communicated to and acknowledged by all Alamos staff when they join the Company, and are publicly available on the Alamos website to be accessed by all other relevant parties. For advice on implementing the organization’s policies and practices for responsible business conduct, employees may connect directly with their supervisor or the listed owner of each policy.
Our corporate policies are accessible here or can be viewed by clicking the links below:
- Diversity Policy
- Human Rights Policy
- Supply Chain Policy
- Sustainability Policy
- Code of Business Conduct and Ethics
APPROACH TO STAKEHOLDER ENGAGEMENT
One of Alamos’ values includes a commitment to the wellbeing of our Company, people, our stakeholders, and the places where we mine. For Alamos, the term “stakeholders” encompasses employees, contractors, governments, organizations in our value chain, media groups, and individuals or communities of interest that the Company engages with. While each stakeholder and stakeholder group maintains a unique association with our Company, Alamos recognizes the many interrelationships between our stakeholder groups, and we are committed to using engagement systems that reflect a consistent set of values and that are tailored to each situation.
Certain stakeholder relationships are established voluntarily (such as those with our shareholders, industry associations, and business partners), while other relationships are more regulated – namely those with various government bodies and communities of interest. Further, relationships can be created passively without intentional input by our organization, such as coverage by media outlets, non-governmental organizations, and industry analysts. Each stakeholder and stakeholder group is internally identified and managed through dedicated channels including but not limited to Sustainability, External Affairs, Public Affairs, and Investor Relations.
Across the Company, the purpose of stakeholder engagement is to establish and continuously nurture positive, collaborative, and transparent relationships. This approach fosters meaningful communication that cultivates mutually beneficial outcomes for Alamos and our stakeholders.
The purpose of stakeholder engagement is to establish and continuously nurture positive, collaborative, and transparent relationships.
MEMBERSHIP ASSOCIATIONS
Involvement with Regional and Industry Associations provides an excellent channel for our organization to engage with our stakeholders.
Our memberships with the World Gold Council, the Prospectors & Developers Association of Canada, the Canadian Chamber of Commerce, the Conference Board of Canada, the Canadian Chamber of Commerce in Mexico, the Mexican Chamber of Mines, the Mexican Mining Association, the Ontario Mining Association, the Mining Association of Manitoba, and the Manitoba Chambers of Commerce allow us to participate in public policy discussions, collaborate with our peers to improve our practices, and contribute to the united voice of our sector.
References
- Business Partners include suppliers and contractors who were paid in the reporting year. The portion that the ABCC Policy has been communicated to includes those who were issued formal Purchase Orders which include links to the Policy. Alamos is working toward routinely meeting 100% for this figure.