Board of Directors

Richmont’s Board of Directors are seasoned professionals from a variety of relevant business and mining backgrounds. The Board is composed of five directors, most of whom are considered to be independent directors within the meaning of Regulation 58-101 Disclosure of Corporate Governance Practices. The independent directors within the meaning of Regulation 58-101 are Elaine Ellingham, René Marion and Michael Pesner. Renaud Adams is not considered to be independent as he is President and CEO of the Corporation. H. Greg Chamandy is not considered to be independent as he performs certain management tasks, and is eligible to receive annual compensation and could receive a bonus, the latter of which is directly linked with the Corporation’s performance.

Following a recommendation by the Corporate Governance Committee on November 1, 2010, the Board of Directors determined that its independent members would meet for a period of time during each directors meeting, without Richmont management and non-independent members being present.

As the Executive Chairman of the Board is not considered to be independent, the Board of Directors named Elaine Ellingham as the Lead Director on November 1, 2010. In this role, she is responsible for ensuring that the Board remains independent of management, for studying the comments and requests made by independent Directors, and for presiding over the meetings held by the independent Directors without management and non-independent Directors being present, and subsequently for outlining their deliberations to the Board of Directors.

Board Mandate

The Board of Directors is responsible for the general management of the Corporation, and each director must 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 also responsible for:

  1. ensuring, whenever possible, that the Chief Executive Officer and the other executive officers are honest and create a culture of integrity throughout the organization;
  2. collaborating with the 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 activity 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 positions;
  5. adopting a code of conduct for the Corporation, amending it as needed, and 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; and
  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.

Position Description

The Board of Directors established a written description of the roles of Executive Chairman of the Board of Directors, the Lead Director, the President and Chief Executive Officer, the Vice President and Chief Financial Officer, the Vice President and Chief Operational Officer and the Vice President, Finance. 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 chairman.

In general, the Chairman 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 chairman of each 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. The President and Chief Executive Officer’s role is to ensure that the business and affairs of the Corporation are properly managed. He develops and executes the business plans, policies and programs of the Corporation as approved by the Board.

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 33% of the independent directors. One of the Corporation’s five executive officers (20%) is a woman, who has held senior positions with the Corporation for the past 16 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, without a written diversity policy in place. The Board remains 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 Executive Chairman of the Board and the President and 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. Equally, when appropriate and judged necessary and useful by the Corporation, a director may take a course or enroll in training sessions pertinent to their role, and the Corporation will reimburse any reasonable costs associated with this training. 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 Executive 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.

Ethical Business Conduct

The Board has a Code of Ethics for employees responsible for financial information, including the CEO, the Vice-President, Finance, the Vice-President and Chief Operating Officer and any other person performing functions that are connected to the objective of the Code of Ethics for Financial Reporting Employees. The Code of Ethics for Financial Reporting Employees, which is under the responsibility of the Audit Committee, is reviewed and reassessed annually and must be signed by all employees every year. A copy of such code may be obtained by making a request to the Corporate Secretary of the Corporation. The Board also has a Code of Business Conduct and Ethics for its directors, officers and employees. This Code was modified to insert a clause on exceptions and overrides. The Corporation similarly 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. A memo was sent to all employees of the Corporation explaining this procedure. A memo was sent to inform employees of new coordinates of the new appointed director. Furthermore, no director may participate in any Board discussion regarding a matter in which he has a conflict of interest, and may not vote on any such matter. Copies of the Business Conduct and Ethics Code and the Code of Ethics for Financial Reporting Employees are available on SEDAR at


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 will be reviewed by an independent external lawyer, which will be reporting to the Corporate Governance and Nominating Committee, who reports to the full Board.