Ethical practices and high standards of corporate governance are central to how we do business.
Our governance systems provide mechanisms for the evaluation and effective management of our operations, personnel, risks and relationships. We invest in developing our leadership, policies, systems and engagement practices to meet stakeholders’ expectations of being a trusted operator. We believe in clear, comprehensive disclosure and open communication with all of our stakeholders.
As part of our continuing efforts to enhance our corporate governance, the Board has adopted a set of Corporate Governance Guidelines.
For more information, please download our Corporate Governance Guidelines
Board of Directors
The Board provides senior management with independent, objective advice while promoting a culture of integrity. Together, the Board works with senior management to set long-term goals, develop strategy and monitor Eldorado’s progress toward achieving its goals. The Board also regularly evaluates our principal business risks and monitors the effectiveness of our risk management process. The Board is composed of the Audit, Compensation, Corporate Governance and Nominating, and Sustainability Committees.
For more information on the mandate, responsibilities and expectations of our Board, please download the Board of Directors Terms of Reference
Independent chair
Our corporate governance policies explicitly require the Chair of our Board to be independent, as well as all members of our board committees. An independent director does not have a direct or indirect material relationship with Eldorado that could interfere with their ability to offer objective judgement.
All but one of our Directors are independent as defined by corporate governance standards developed by the Canadian Securities Administrators and the New York Stock Exchange. The one non-independent Director is our President & CEO.
For more information, please download the Independent Chair Terms of Reference
BOARD COMMITTEES
The Audit Committee oversees Eldorado’s financial reporting and disclosure. The Audit Committee is made up of four directors who meet the independence and financial literacy qualification under applicable securities laws. At least one member shall meet the definition of financial expert as defined by the SEC. This committee is responsible for overseeing financial reporting, internal controls, the audit process, our public disclosure documents relating to financial statements and our whistle-blower policy. The committee also recommends the appointment of an external auditor.
For more information, please download the Audit Committee Terms of Reference
BOARD COMMITTEES
The Compensation Committee is responsible for recommending senior management’s compensation policies and proposals which are designed to align compensation with Eldorado’s strategy and goals. This involves reviewing both cash and equity-based compensation policies for our directors, executives, senior officers and employees and assesses their ability to support the attraction and retention of exceptional leaders. The committee also evaluates the performance of our CEO every year.
For more information, please download the Compensation Committee Terms of Reference
BOARD COMMITTEES
The Corporate Governance and Nominating Committee is focused on developing and overseeing Eldorado’s corporate governance policies and practices. This involves reviewing Eldorado’s corporate governance policies and practices, monitoring our risk management program and facilitating the Board’s succession plan.
For more information, please download the Corporate Governance and Nominating Committee Terms of Reference
BOARD COMMITTEES
The Sustainability Committee oversees Eldorado’s sustainability practices, which encompass Eldorado’s policies and programs in the areas of environment, health, safety and community relations. The committee assesses Eldorado’s ability to meet its sustainability goals and targets.
For more information, please download the Sustainability Committee Terms of Reference
BOARD COMMITTEES
The Technical Committee assists the Board with respect to the operational and technical performance, as well as the operating and technical risks of Eldorado. The committee is also responsible for reviewing all management reports concerning the technical and operational performance and risks that may impact Eldorado’s business strategy and activities.
For more information, please download the Technical Committee Terms of Reference
John Webster (Chair)
Independent Director
Committees: Audit (Chair); Corporate Governance & Nominating
Mr. Webster was first appointed to the Board of Directors in January 2015. He spent over 30 years with PriceWaterhouseCoopers LLP (PWC) until his retirement in June 2014. His roles included eight years as Managing Partner in British Columbia, three years as Assurance Leader in Romania and Southeast Europe and as leader of the firm’s Mining Practice in Canada. He has extensive experience as an audit partner and has provided advice to both venture capital and listed clients on large, complex transactions. Mr. Webster holds a BA (Hons) in Economic and Social History from the University of Kent and is a Member of the Institute of Chartered Accountants in England and Wales. He is both a Fellow (2002) and a Member of the Chartered Professional Accountants of British Columbia (1983). Mr. Webster also serves on the Board of Euro Manganese Inc.
Teresa Conway
Independent Director
Committees: Audit; Compensation (Chair)
Ms. Conway was elected to the Board of Directors in June 2018. She is a former executive with 25 years of experience in the North American energy markets. She was most recently the President and CEO of Powerex (2005 - 2017), and prior to that, she was CFO. She was also with PriceWaterhouse Coopers (PWC) for seven years. Ms. Conway holds a BBA from Simon Fraser University and is a Chartered Professional Accountant (CPA, CA). In addition, Ms. Conway has the designation ICD.D from the Institute of Corporate Directors. Ms. Conway also serves on the Board of Directors of Altius Minerals and Entree Resources.
Judith Mosely
Independent Director
Committees: Audit; Sustainability (Chair)
Ms. Mosely was appointed to the Board of Directors in September 2020. She has over 20 years of experience in the mining and metals sector and most recently held the position of Business Development Director for Rand Merchant Bank in London, with responsibility for developing the bank’s African business with international mining and metals companies. Prior to that, Ms. Mosely headed the mining finance team at Société Générale in London and has broad experience across commodity sectors, working with juniors through to multinationals. Ms. Mosely currently serves on the boards of Blackrock World Mining Trust plc and Galiano Gold Inc., and is a Trustee of Camborne School of Mines Trust, and sits on the board of Women in Mining in the UK. Ms. Mosely is a graduate in Modern Languages from Oxford University and holds a Diploma in Business Administration from the University of Warwick.
Stephen Walker
Independent Director
Committees: Technical; Audit
Mr. Walker was appointed to the Board of Directors in June 2022. He has over 37 years of experience in capital markets and the mineral resource industry, including 20 years with the Royal Bank as a mining analyst, Director of Canadian Equity Research (from 2004 to 2006) and Managing Director and Head of Global Mining Research (from 2007 until his retirement in 2020). Mr. Walker also worked as a mining analyst for Richardson Greenshields and Gordon Capital. Prior to working in the banking industry, he worked for 11 years as a geologist with Noranda Mines and Hemlo Gold. Mr. Walker has a B.Sc. in geology from Dalhousie University, an M.Sc. in geology from the University of Western Ontario and an MBA from Queen’s University. He is a member of the CFA Institute and the Canadian Institute of Mining, Metallurgy and Petroleum and serves on the Mining Association of Canada’s Community of Interest Advisory Panel and on Skycatch Inc.’s Advisory Board as a capital markets mining consultant.
Teresa Conway (Chair)
Independent Director
Committees: Audit; Compensation (Chair)
Ms. Conway was elected to the Board of Directors in June 2018. She is a former executive with 25 years of experience in the North American energy markets. She was most recently the President and CEO of Powerex (2005 - 2017), and prior to that, she was CFO. She was also with PriceWaterhouse Coopers (PWC) for seven years. Ms. Conway holds a BBA from Simon Fraser University and is a Chartered Professional Accountant (CPA, CA). In addition, Ms. Conway has the designation ICD.D from the Institute of Corporate Directors. Ms. Conway also serves on the Board of Directors of Altius Minerals and Entree Resources.
Steven Reid
Chair of the Board
Committees: Compensation
Mr. Reid was appointed as Chair of the Board on January 1, 2021, after serving as a member of the Board from May 2013. He has over 40 years of experience in the mineral resource industry. Prior to his retirement, he was the Executive Vice President and Chief Operating Officer for Goldcorp Inc. from 2007 to September 2012. Before joining Goldcorp, Mr. Reid spent 13 years at Placer Dome in numerous corporate, mine management and operating roles. He holds a B.Sc. in Mineral Engineering from the South Australian Institute of Technology and a TRIUM Global Executive MBA. Mr. Reid is a member of AusIMM, CIM and the Society of Mining Engineers of A.I.M.E. (USA) and has the designation ICD.D from the Institute of Corporate Directors. Mr. Reid also serves on the board of directors of Gold Fields Limited.
Catharine Farrow
Independent Director
Committees: Technical (Chair)
Dr. Catharine Farrow was first elected to the Board in April 2020. Dr. Farrow is a Professional Geoscientist (APGO) with more than 25 years of mining industry experience. She currently serves as a Director of Franco- Nevada, Centamin PLC, and is Chair of the Board of Exiro Minerals Corp. From 2012 to 2017, she was Founding CEO, Director and Co-Founder of TMAC Resources Inc. Before TMAC, Dr. Farrow was Chief Operating Officer of KGHM International (formerly Quadra FNX Mining Ltd.). Previously at Quadra FNX and FNX Mining Company Inc., she held many senior roles in a wide range of disciplines including operations, technical services, corporate development and exploration. She has been honoured as one of the 100 Global Inspirational Women in Mining (2015 and 2018) and is a past recipient of the William Harvey Gross Medal of the Geological Association of Canada (2000).
Stephen Walker
Independent Director
Committees: Technical; Audit
Mr. Walker was appointed to the Board of Directors in June 2022. He has over 37 years of experience in capital markets and the mineral resource industry, including 20 years with the Royal Bank as a mining analyst, Director of Canadian Equity Research (from 2004 to 2006) and Managing Director and Head of Global Mining Research (from 2007 until his retirement in 2020). Mr. Walker also worked as a mining analyst for Richardson Greenshields and Gordon Capital. Prior to working in the banking industry, he worked for 11 years as a geologist with Noranda Mines and Hemlo Gold. Mr. Walker has a B.Sc. in geology from Dalhousie University, an M.Sc. in geology from the University of Western Ontario and an MBA from Queen’s University. He is a member of the CFA Institute and the Canadian Institute of Mining, Metallurgy and Petroleum and serves on the Mining Association of Canada’s Community of Interest Advisory Panel and on Skycatch Inc.’s Advisory Board as a capital markets mining consultant.
Carissa Browning (Chair)
Independent Director
Committees: Sustainability; Corporate Governance & Nominating (Chair)
Carissa Browning was appointed to the Board of Directors in January 2022. Ms. Browning is a Corporate Commercial Lawyer at EnerNext Partners and previously served as legal counsel for BC Hydro and TransAlta Corporation. She has broad industry experience in electricity and renewable energy, technology, fintech and commodity trading; and advises on matters relating to corporate governance, market regulation and sustainability. Ms. Browning currently sits on the Board of Women + Power and formerly served on the boards of Energy Efficiency Alberta, TAMA Transmission and Circle for Aboriginal Relations (CFAR). She holds a BA and LLB from the University of Calgary and regularly contributes her thought leadership and reflections on the importance of diverse representation, reconciliation and her views as an Indigenous woman.
John Webster
Independent Director
Committees: Audit (Chair); Corporate Governance & Nominating
Mr. Webster was first appointed to the Board of Directors in January 2015. He spent over 30 years with PriceWaterhouseCoopers LLP (PWC) until his retirement in June 2014. His roles included eight years as Managing Partner in British Columbia, three years as Assurance Leader in Romania and Southeast Europe and as leader of the firm’s Mining Practice in Canada. He has extensive experience as an audit partner and has provided advice to both venture capital and listed clients on large, complex transactions. Mr. Webster holds a BA (Hons) in Economic and Social History from the University of Kent and is a Member of the Institute of Chartered Accountants in England and Wales. He is both a Fellow (2002) and a Member of the Chartered Professional Accountants of British Columbia (1983). Mr. Webster also serves on the Board of Euro Manganese Inc.
Teresa Conway
Independent Director
Committees: Audit; Compensation (Chair)
Ms. Conway was elected to the Board of Directors in June 2018. She is a former executive with 25 years of experience in the North American energy markets. She was most recently the President and CEO of Powerex (2005 - 2017), and prior to that, she was CFO. She was also with PriceWaterhouse Coopers (PWC) for seven years. Ms. Conway holds a BBA from Simon Fraser University and is a Chartered Professional Accountant (CPA, CA). In addition, Ms. Conway has the designation ICD.D from the Institute of Corporate Directors. Ms. Conway also serves on the Board of Directors of Altius Minerals and Entree Resources.
Judith Mosely (Chair)
Independent Director
Committees: Audit; Sustainability (Chair)
Ms. Mosely was appointed to the Board of Directors in September 2020. She has over 20 years of experience in the mining and metals sector and most recently held the position of Business Development Director for Rand Merchant Bank in London, with responsibility for developing the bank’s African business with international mining and metals companies. Prior to that, Ms. Mosely headed the mining finance team at Société Générale in London and has broad experience across commodity sectors, working with juniors through to multinationals. Ms. Mosely currently serves on the boards of Blackrock World Mining Trust plc and Galiano Gold Inc., and is a Trustee of Camborne School of Mines Trust, and sits on the board of Women in Mining in the UK. Ms. Mosely is a graduate in Modern Languages from Oxford University and holds a Diploma in Business Administration from the University of Warwick.
Carissa Browning
Independent Director
Committees: Sustainability; Corporate Governance & Nominating (Chair)
Carissa Browning was appointed to the Board of Directors in January 2022. Ms. Browning is a Corporate Commercial Lawyer at EnerNext Partners and previously served as legal counsel for BC Hydro and TransAlta Corporation. She has broad industry experience in electricity and renewable energy, technology, fintech and commodity trading; and advises on matters relating to corporate governance, market regulation and sustainability. Ms. Browning currently sits on the Board of Women + Power and formerly served on the boards of Energy Efficiency Alberta, TAMA Transmission and Circle for Aboriginal Relations (CFAR). She holds a BA and LLB from the University of Calgary and regularly contributes her thought leadership and reflections on the importance of diverse representation, reconciliation and her views as an Indigenous woman.
Catharine Farrow
Independent Director
Committees: Technical (Chair)
Dr. Catharine Farrow was first elected to the Board in April 2020. Dr. Farrow is a Professional Geoscientist (APGO) with more than 25 years of mining industry experience. She currently serves as a Director of Franco- Nevada, Centamin PLC, and is Chair of the Board of Exiro Minerals Corp. From 2012 to 2017, she was Founding CEO, Director and Co-Founder of TMAC Resources Inc. Before TMAC, Dr. Farrow was Chief Operating Officer of KGHM International (formerly Quadra FNX Mining Ltd.). Previously at Quadra FNX and FNX Mining Company Inc., she held many senior roles in a wide range of disciplines including operations, technical services, corporate development and exploration. She has been honoured as one of the 100 Global Inspirational Women in Mining (2015 and 2018) and is a past recipient of the William Harvey Gross Medal of the Geological Association of Canada (2000).
John Webster
Independent Director
Committees: Audit (Chair); Corporate Governance & Nominating
Mr. Webster was first appointed to the Board of Directors in January 2015. He spent over 30 years with PriceWaterhouseCoopers LLP (PWC) until his retirement in June 2014. His roles included eight years as Managing Partner in British Columbia, three years as Assurance Leader in Romania and Southeast Europe and as leader of the firm’s Mining Practice in Canada. He has extensive experience as an audit partner and has provided advice to both venture capital and listed clients on large, complex transactions. Mr. Webster holds a BA (Hons) in Economic and Social History from the University of Kent and is a Member of the Institute of Chartered Accountants in England and Wales. He is both a Fellow (2002) and a Member of the Chartered Professional Accountants of British Columbia (1983). Mr. Webster also serves on the Board of Euro Manganese Inc.
Catharine Farrow (Chair)
Independent Director
Committees: Technical (Chair)
Dr. Catharine Farrow was first elected to the Board in April 2020. Dr. Farrow is a Professional Geoscientist (APGO) with more than 25 years of mining industry experience. She currently serves as a Director of Franco- Nevada, Centamin PLC, and is Chair of the Board of Exiro Minerals Corp. From 2012 to 2017, she was Founding CEO, Director and Co-Founder of TMAC Resources Inc. Before TMAC, Dr. Farrow was Chief Operating Officer of KGHM International (formerly Quadra FNX Mining Ltd.). Previously at Quadra FNX and FNX Mining Company Inc., she held many senior roles in a wide range of disciplines including operations, technical services, corporate development and exploration. She has been honoured as one of the 100 Global Inspirational Women in Mining (2015 and 2018) and is a past recipient of the William Harvey Gross Medal of the Geological Association of Canada (2000).
Steven Reid
Chair of the Board
Committees: Compensation
Mr. Reid was appointed as Chair of the Board on January 1, 2021, after serving as a member of the Board from May 2013. He has over 40 years of experience in the mineral resource industry. Prior to his retirement, he was the Executive Vice President and Chief Operating Officer for Goldcorp Inc. from 2007 to September 2012. Before joining Goldcorp, Mr. Reid spent 13 years at Placer Dome in numerous corporate, mine management and operating roles. He holds a B.Sc. in Mineral Engineering from the South Australian Institute of Technology and a TRIUM Global Executive MBA. Mr. Reid is a member of AusIMM, CIM and the Society of Mining Engineers of A.I.M.E. (USA) and has the designation ICD.D from the Institute of Corporate Directors. Mr. Reid also serves on the board of directors of Gold Fields Limited.
Stephen Walker
Independent Director
Committees: Technical; Audit
Mr. Walker was appointed to the Board of Directors in June 2022. He has over 37 years of experience in capital markets and the mineral resource industry, including 20 years with the Royal Bank as a mining analyst, Director of Canadian Equity Research (from 2004 to 2006) and Managing Director and Head of Global Mining Research (from 2007 until his retirement in 2020). Mr. Walker also worked as a mining analyst for Richardson Greenshields and Gordon Capital. Prior to working in the banking industry, he worked for 11 years as a geologist with Noranda Mines and Hemlo Gold. Mr. Walker has a B.Sc. in geology from Dalhousie University, an M.Sc. in geology from the University of Western Ontario and an MBA from Queen’s University. He is a member of the CFA Institute and the Canadian Institute of Mining, Metallurgy and Petroleum and serves on the Mining Association of Canada’s Community of Interest Advisory Panel and on Skycatch Inc.’s Advisory Board as a capital markets mining consultant.
GOVERNANCE POLICIES
Our Anti-Bribery and Corruption Policy is designed to educate our employees and consultants on their responsibility to comply with all applicable anti-bribery and anti-corruption laws. It also encourages all staff to be alert to any potential violations of the applicable laws by any of Eldorado’s personnel or independent representatives, distributors, consultants or agents.
For more information, please download our Anti-Bribery and Corruption Policy
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The Code of Business Conduct and Ethics summarizes the legal, ethical and regulatory standards that we follow. Compliance with the Code and high standards of business conduct is mandatory for every company representative.
As part of the code, we have a whistleblower policy so that any director, officer or employee can confidentially report any concerns about our financial statements, accounting practices, internal controls, or any suspected or known illegal behavior that violates laws, government regulations or our code.
For more information, please download our Code of Business Conduct and Ethics
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We believe diverse and inclusive boards and teams are a source of competitive advantage. When all individuals feel a sense of belonging and inclusion, diverse voices are heard which enhance problem solving, error detection and decision-making. Diversity among members of our Board of Directors and Senior Management team is integral to our effective stewardship of the Company for the benefit of all our stakeholders. To demonstrate our commitment to building a diverse and inclusive culture for all employees, the Board and Senior Management have a Diversity Policy.
Eldorado is committed to protecting the natural environment. We conform with environmental regulations and design and operate facilities based on efficient resource use.
For more information, please download our Environmental Policy
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Ensuring our employees return home safely is our top priority. Central to this is our commitment to providing our employees with a safe working environment.
For more information, please download our Health and Safety Policy
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Eldorado is committed to supporting the protection of international human rights through best practices in all of our business activities.
For more information, please download our Human Rights Policy
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Insiders (Officers, Directors and Employees of the Company) are prohibited from purchasing or selling the Company’s securities (or related financial instruments) while having access to undisclosed Material Information about the Company. Insiders are also prohibited from informing other persons of any undisclosed Material Information about the Company.
For more information, please download our Insider Trading Policy
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We comply with corporate governance and disclosure standards regulated in Canada and the United States as they pertain to foreign issuers listed on the New York Stock Exchange (NYSE). The NYSE Corporate Governance document provides a description of the significant ways in which the Company's governance practices as a foreign private issuer differ from those followed by domestic companies.
For more information, please download the NYSE Corporate Governance Disclosure
Eldorado is committed to a physically and psychologically safe work environment where all individuals are treated with respect, decency and dignity, and where harassment, discrimination and workplace violence in all forms are prohibited.
For more information, please download our Respectful Workplace Policy
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This Supplier Code of Conduct is intended to govern the conduct of suppliers when doing business with or on behalf of Eldorado and its subsidiaries.
For more information, please download our Supplier Code of Conduct
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Articles and Bylaws
Please download our Company Articles and Restated Certificate of Incorporation
Please download our Company By-Laws