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Governance

Governance – Board and Management site visit@2x
The Board and Management visit the Windfall site with the operational team, August 2019.

The Board of Directors and management believe that good corporate governance is vital to Osisko Mining’s long-term success and the protection of our stakeholders’ interest.

Our directors commit to maintaining the highest standards of corporate governance according to evolving best practices and regulatory guidance.

Osisko Mining’s Corporate Governance practices comply with those set out by the Canadian Securities Administrators, including National Instrument 58-101, “Disclosure of Corporate Governance Practices”.

Board of Directors

We believe that diversity enriches discussions among directors, reflects the company’s relationship with stakeholders and ensures sound corporate governance. The Board is comprised of a majority of independent directors, including an independent lead director.

BOARD DIVERSITY – JULY 2020

BY INDEPENDENCE BY GENDER
EXECUTIVE DIRECTORS – 3

30%

INDEPENDENT DIRECTORS – 7

70%

WOMEN – 3

30%

MEN – 7

70%

The Corporate Governance and Nominating Committee seeks directors who represent different genders, ages, cultural communities, geographic areas and other characteristics of the communities where we conduct our business. We have set an objective of 40% representation of women on the Board of Directors by December 31, 2021. See our Policy Regarding the Diversity of the Board of Directors.

Committees and Mandates

The Board meets at least four times a year, supported by the following committees:

Please visit our Data Center for our Charters and Mandates.

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Mandate for the Board of Directors

April 29, 2016

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Audit Committee Charter

November 13, 2017

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Compensation Committee Charter

November 13, 2017

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Corporate Governance & Nominating Commitment Charter

November 13, 2017

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Sustainable Development Committee Charter

November 9, 2018

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Mandate of the Investment Committee

September 11, 2020

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Position Description for CEO

April 1, 2016

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Business Ethics and Policies

Osisko Mining and the Board of Directors approved corporate governance guidelines to help us effectively manage our affairs and perform our responsibilities to the highest legal and ethical standards.

  • A Code of Business Conduct and Ethics applies to all employees, contractors, consultants, officers and directors and promotes honest, respectful, accountable and ethical conduct.
  • We have a ZERO tolerance approach to the act of bribery and corruption by any employees, officers, directors, agents, consultants and contractors as set out in our Anti-bribery and Anti-corruption Policy.
  • A Whistleblower Policy is in place for our employees, consultants, contractors, directors of officers to communicate concerns, confidentially and anonymously, about possible improprieties, illegal or unethical activities and ensures that measures are in place for an impartial investigation.

The Board of Directors approved several policies and provides on-going monitoring of the implementation. Please visit our Data Center to learn more.

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Anti-Bribery and Anti-Corruption Policy

January 1, 2020

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Confidentiality and Insider Trading Policy

November 11, 2019

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Articles of Amalgamation

January 1, 2019

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Diversity of the Board of Directors Policy

November 9, 2018

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Corporate Disclosure Policy

August 9, 2018

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By-Law No. 1

June 29, 2018

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Majority Voting Policy

November 13, 2017

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Clawback Policy – Policy on recoupment of incentive compensation

April 27, 2017

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Code of Business Conduct and Ethics

April 29, 2016

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Whistleblower Policy

April 29, 2016

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Recognition

Recognition 2019 – Peter Nunk Award@2x

2019: Peter Munk Award – Young Mining Professionals

Jose Vizquerra-Benavides (Director and former Executive Vice President of Strategic Development)
Recognition 2018 – Prix créateurs d’emplois@2x

2018: Champion for the Nord-du-Québec region

Créateurs d’emplois du Québec award
Recognition_2017SD_10_Discovery of the Year award for the Lynx deposit – The Osisko team at the annual XPLOR Gala with our special guest, Ms. Mandy G@2x

2017: Discovery of the Year award for the Lynx deposit

Québec Mining Exploration Association
Recognition – 2017 Exploration Award North America Mines and Money Osisko@2x

2017: Exploration Award North America

Mines and Money Americas
Recognition_2016 – 0K1A0645@2x

2016: Best North American Exploration Mining Company of the Year

Mines and Money
Recognition 2016 – Mining Journal’s 2016 Lifetime Achievement award – Ned Goodman@2x

2016: Mining Journal’s 2016 Lifetime Achievement award

Ned Goodman (former Osisko Mining’s co-chairman)