Board of Directors

Richmont’s Board of Directors are seasoned professionals from a variety of relevant business and mining backgrounds. The Board of Directors is comprised of five directors, the majority of which are independent as defined by Regulation 58-101 respecting Disclosure of Corporation Governance Practices. The independent directors within the meaning of Regulation 58-101 are René Marion, Elaine Ellingham, Michael Pesner and Peter Barnes who was appointed as director on February 24, 2016. Mr. Renaud Adams is not considered to be independent as he is the CEO of Richmont.

Richmont’s Board of Directors are seasoned professionals from a variety of relevant business and mining backgrounds. The Board of Directors is comprised of five directors, the majority of which are independent as defined by Regulation 58-101 respecting Disclosure of Corporation Governance Practices. The independent directors within the meaning of Regulation 58-101 are René Marion, Elaine Ellingham, Michael Pesner and Peter Barnes who was appointed as director on February 24, 2016. Mr. Renaud Adams is not considered to be independent as he is the CEO of Richmont.

Board Mandate

The Board of Directors is responsible for the general management of the Corporation, and each director shall act in the best interests of the Corporation and its shareholders. The Board appoints the members of the senior executive team, advises them and oversees their performance. In addition to generally overseeing the management and commercial affairs of the Corporation, the Board is responsible for:

  1. ensuring, to the extent possible, that the CEO and other executive officers are honest and create a culture of integrity throughout the organization
  2. collaborating with executive management to define the Corporation's mission and long-term strategy, namely taking into account the opportunities and risks of the business;
  3. defining the main risks associated with the Corporation's activities, and ensuring the implementation of appropriate systems to manage these risks;
  4. planning succession, particularly with regards to appointing or reconfirming executive officers in their position;
  5. adopting a code of conduct for the Corporation, amending it as needed, enforcing it and interpreting it, as the case may be;
  6. adopting a communications policy for the Corporation and controlling its application;
  7. ensuring the Corporation's internal control systems are in place and effective;
  8. developing the Corporation's vision in matters of governance, namely by means of these guidelines.

The Board may fulfil its responsibilities directly or indirectly through one of its committees. Each director, within the scope of his or her duties, may fully rely on the records of the Corporation and on the information, opinions, reports, and statements presented to the Corporation by one of its officers or employees or one of the committees of the Board or by any other person with regards to issues which, in the director's reasonable assessment, are within the professional field of expertise of such person, whose services were duly retained by or on behalf of the Corporation.

Position Description

The Board of Directors established a written description of the roles of Non-Executive Chairman of the Board of Directors, the Chair of the Audit Committee, the President and Chief Executive Officer, the Chief Financial Officer, the Vice-President, Finance and the Vice-President and Chief Operating Officer. The Corporate Governance and Nominating Committee annually reviews the position descriptions. In addition, each committee has a charter that outlines both the duties of the committee and those of its chair.

In general, the chair of each Board sub-committee must assume leadership of the said committee and must ensure that the committee carries out its functions in an effective manner. Furthermore, the chair of each sub-committee must preside over every meeting of his or her sub-committee, must ensure that the sub-committee has all documents necessary to make decisions, and must provide the Board of Directors with an appropriate synopsis of his or her sub-committee’s deliberations.

Board Diversity

In 2014, amendments to Regulation 58-101 were adopted requiring new disclosure of the representation of women on the Board and in executive officer positions. Currently, one of the Corporation’s five directors is a woman, representing 20% of the Board and 25% of the independent directors. Two of the Corporation’s six executive officers (33%) are women, one of which has held senior positions with the Corporation for the past 17 years.

The Corporation believes that director nominations and executive officer appointment decisions should be based on merit and the needs of the Corporation at the particular time and within the particular context and is committed to selecting the best persons to fulfill these roles, with due regard for the benefits of diversity (including the level of representation of women). The Corporation believes that diversity (including the level of representation of women on the Board) is important to ensure that directors and executive officers provide the necessary range of perspectives, experience and expertise required to achieve effective stewardship and manage the Corporation appropriately. The Corporation to date has sought to increase diversity at the Board level through the recruitment efforts of the Corporate Governance and Nominating Committee, with a written diversity policy in place. During the recent Director recruitment initiative, the Board directed its consultant to identify some women candidates and remains very receptive to further increasing the representation of women on the Board, as turnover occurs, however, all appointments will continue to be made on merit, in the context of the skills, experience, independence, knowledge and other qualities which the Board as a whole requires to be effective. With respect to executive officer appointments, the Corporation recruits, manages and promotes on the basis of an individual’s competence, qualification, experience and performance, also with due regard for the benefits of diversity (including the level of representation of women in executive officer positions).

Orientation and Continuing Education

The Corporation does not offer a formal orientation and education program for new directors. Each new director meets with the Chairman of the Board and the CEO of the Corporation to familiarize himself or herself with the Corporation’s activities. New directors also have the opportunity to familiarize themselves with the Corporation by speaking to other directors, by reading documents provided by the officers (policies, Code of Business Conduct and Ethics, reports, etc.) and by visiting various mining sites.

During every quarterly Board of Directors meeting, directors are given a thorough presentation detailing the performance of the Corporation’s operations and mining sites over the 3 month period, during which they may ask questions or obtain additional details if he or she wishes. In addition, if appropriate or should the directors request it, a presentation may be given to the directors detailing the method by which the Corporation calculates its reserves and resources. It has also been the practice of the Corporation (when feasible) to have one of its Board meetings at one of the mine sites with the goal of enhancing director’s knowledge of the Corporation’s operations. When considered necessary or advisable, the Chairman of the Board and the CEO will provide directors with information regarding topics of interest to the directors, such as fiduciary duties, continuous disclosure obligations and International Financial Reporting Standards.

Per diem directors’ fees are not paid for attending courses, seminars or conferences, but are paid for site visits to our operations or peer operations. Our continuing education policy encourages Board members to attend conferences and pursue further education and, pursuant to this policy, all reasonable expenses incurred in connection with such continuing education are paid for by Richmont.

Ethical Business Conduct

The Corporation has adopted a Code of Ethics for financial reporting individuals. The purpose of this code is to define the standards applicable to the President and CEO, Officers and employees of the Corporation performing, or involved in financial functions. Financial Reporting Individuals are vested with both the responsibility and authority to protect, balance and preserve the interests of all of the Corporation’s stakeholders, including shareholders, clients, employees and suppliers. The Code of Ethics for Financial Reporting Individuals, which is under the responsibility of the Audit Committee, is reviewed and reassessed annually and must be signed by all identified individuals on an annual basis. A copy of the code may be obtained by making a request to the Corporate Secretary of the Corporation.

The Corporation also has a Code of Business Conduct and Ethics for its directors, officers and employees. This Code was modified to insert a new clause related to securities trading. The Corporation’s Trading Policy now includes an anti-hedging policy prohibiting employees, directors, officers and certain contractors of the Corporation or any of its subsidiaries or affiliates from hedging or other monetizing transactions to lock in the value of holdings in the securities of the Corporation.

The Corporation also has a whistle blower policy under the terms of which employees can report an offence to the Code of Business Conduct and Ethics, or voice a concern relating to possible irregularities with regards to internal accounting, auditing or internal controls, by communicating by email, mail or telephone, confidentially with an appointed director. The Code of Business Conduct and Ethics is distributed annually to all employees of the Corporation and each employee is required to confirm their understanding and compliance with the policy.

Code of Business Conduct and Ethics

Code of Ethics for Financial Reporting Individuals

Assessment

Annually, under the supervision of the Corporate Governance and Nominating Committee, the directors conduct a formal evaluation of the performance and effectiveness of the Board. As part of this process, each director completes a detailed questionnaire which requires them to assess the performance of the Board, which includes a self-evaluation and peer review. The questionnaire requires input on the role, responsibilities and effectiveness of the Board, its membership, the conduct of meetings, and any improvements that could be made to enhance its effectiveness. The results of the evaluations are reviewed by the Chair of the Corporate Governance and Nominating Committee, which then reports to the Corporate Governance and Nominating Committee, who reports to the full Board.