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
Non-Executive Chair and Lead Independent Director
Our governance framework provides that the Chair of the Board is selected from the non-executive directors and is appointed annually by the Board at the recommendation of the Corporate Governance and Nominating Committee. The Board has appointed a non-executive Chair and a Lead Independent Director supports effective Board governance and acts as a key liaison among the Independent directors, the Chair and management.
In addition, each of our Audit Committee, Compensation Committee, Corporate Governance and Nominating Committee and Sustainability Committee are comprised of independent directors only. The Board considers a director to be independent if he or she has no direct or indirect material relationship that the board believes could reasonably be perceived to materially interfere with the exercise of independent judgement in accordance with applicable Canadian securities law and the independence requirements of the Toronto and New York stock exchanges where the Company's shares are currently traded. All but two of our directors are independent under the corporate governance standards listed above.
For more information, please download the Non-Independent Chair and Lead Independent Director 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 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
Teresa Conway (Chair)
Independent Director
Committees: Audit (Chair); Corporate Governance & Nominating
Ms. Conway was elected to the Board of Directors in June 2018. She is a former executive with over 25 years of experience in the North American renewable energy and energy markets. She was the President & CEO of Powerex (2005 - 2017), and prior to that held various execuive positions since joining Powerex in 1993, including CFO, with accountability for information technology. She was also with PriceWaterhouse Coopers ("PWC") and her primary focus was mining. Ms. Conway holds a B.B.A. 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 Entrée Resources Ltd.
Patrick Godin
Lead Independent Director
Committees: Audit; Compensation; Technical (Chair)
Mr. Godin was elected to the Board of Directors in June 2026. He most recently served as President and Chief Executive Officer of New Gold Inc. from November 2022 until March 2026. Prior to joining New Gold, he served as Vice President and Chief Operating Officer at Pretium and as President and Chief Executive Officer of Stornoway Diamond Corporation. Mr. Godin has also held executive or senior operations positions for G Mining Services, Canadian Royalties, IAMGOLD and Cambior Inc. In addition to Eldorado Gold, he is currently a member of the Board of Directors of both Coeur Mining, Inc. and OR Royalites Inc. Mr. Godin holds a Bachelor of Engineering in Mining from Laval University in Quebec, Canada and has obtained the ICD.D designation from the Institute of Corporate Directors.
Judith Mosely
Independent Director
Committees: Audit; Corporate Governance & Nominating (Chair); Sustainability
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. Ms. Mosely holds a master's degree in sustainability leadership from the University of Cambridge where her research focused on decarbonization in the gold mining industry. She also holds a Master of Arts degree in modern languages from the University of Oxford and a diploma in business administration from the University of Warwick. She has the designation ICD.D from the Institute of Corporate Directors and serves on the boards of BlackRock World Mining Trust plc and Galiano Gold Inc.
Dr. Sally Eyre (Chair)
Independent Director
Committees: Compensation (Chair); Corporate Governance and Nominating
Dr. Eyre was appointed to the Board of Directors in January 2026. She is a geologist and mining finance professional with over 30 years of extensive experience in global resource capital markets and mining operations. Currently, she is an independent board member of Ero Copper Corporation. Dr. Eyre previously served as a non-executive director of Equinox Gold Corporation, Senior Independent Director of Centamin plc and a non-executive director of Adventus Mining Corporation. During 2011 to 2014 she served as President and Chief Executive Officer of Copper North Mining and, prior thereto, served as Senior Vice President, Operations at Endeavour Mining, responsible for a portion of resource exploration, development and production projects throughout West Africa. Dr. Eyre served as President and Chief Executive Officer of Etruscan Resources Inc. (now Endeavour Mining Corp.), a gold company with producing assets in West Africa. She served as Director of Business Development for Endeavour Financial Ltd. and has held executive positions with a number of Canadian resource companies.
Dr. Eyre has a Ph.D. in Economic Geology from the Royal School of Mines, Imperial College, London. Dr. Eyre is a member of the Society of Economic Geologists (SEG); a member of the Institute of Corporate Directors; and a former Director of the SEG Canada Foundation.
Teresa Conway
Independent Director
Committees: Audit (Chair); Compensation; Corporate Governance and Nominating
Ms. Conway was elected to the Board of Directors in June 2018. She is a former executive with over 25 years of experience in the North American renewable energy and energy markets. She was the President & CEO of Powerex (2005 - 2017), and prior to that held various execuive positions since joining Powerex in 1993, including CFO, with accountability for information technology. She was also with PriceWaterhouse Coopers ("PWC") and her primary focus was mining. Ms. Conway holds a B.B.A. 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 Entrée Resources Ltd.
Samantha Espley
Independent Director
Committees: Compensation; Sustainability (Chair); Technical
Samantha was appointed to the Board of Directors in October 2025. She is a mining executive with over 35 years of experience in operations, technical services, and as a corporate director in the resource sector, with Vale Base Metals and Glencore and its predecessors. Currently, Ms. Espley is a Senior Executive Advisor at Stantec and an independent board member of Northern Graphite [NGC: TSX-V] and Paramount Gold Nevada [PZG: NYSE].
Ms. Espley holds a Master of Applied Science from Laurentian University and a Bachelor of Applied Science from the University of Toronto. A Professional Engineer (P.Eng.), she holds a Corporate Directors Certification from CDI LLC. She is on the board of the Canadian Mining Hall of Fame and the Canadian Academy of Engineering (CAE) and is the CAE's President-Elect. She was President of Canadian Institute of Mining, Metallurgy, and Petroleum (CIM) and the Chair of the CIM Health and Safety Society. Her honours include the Governor General's Gold Medal, Women in Mining Trailblazer Award, Engineering Management Award, CIM Diversity and Inclusion Award, and is a Global Top 100 Women in Mining.
Patrick Godin
Lead Independent Director
Committees: Audit; Compensation; Technical (Chair)
Mr. Godin was elected to the Board of Directors in June 2026. He most recently served as President and Chief Executive Officer of New Gold Inc. from November 2022 until March 2026. Prior to joining New Gold, he served as Vice President and Chief Operating Officer at Pretium and as President and Chief Executive Officer of Stornoway Diamond Corporation. Mr. Godin has also held executive or senior operations positions for G Mining Services, Canadian Royalties, IAMGOLD and Cambior Inc. In addition to Eldorado Gold, he is currently a member of the Board of Directors of both Coeur Mining, Inc. and OR Royalites Inc. Mr. Godin holds a Bachelor of Engineering in Mining from Laval University in Quebec, Canada and has obtained the ICD.D designation from the Institute of Corporate Directors.
Judith Mosely (Chair)
Independent Director
Committees: Audit; Compensation; 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. Ms. Mosely holds a master's degree in sustainability leadership from the University of Cambridge where her research focused on decarbonization in the gold mining industry. She also holds a Master of Arts degree in modern languages from the University of Oxford and a diploma in business administration from the University of Warwick. She has the designation ICD.D from the Institute of Corporate Directors and serves on the boards of BlackRock World Mining Trust plc and Galiano Gold Inc.
Carissa Browning
Independent Director
Committees: Sustainability; Corporate Governance and Nominating
Carissa Browning was appointed to the Board of Directors in January 2022. Ms. Browning is a Corporate Commercial Lawyer at a boutique legal and advisory platform focused on energy, cleantech and sustainability. She 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 is currently appointed to the board of Alberta Innovates, Clean Prosperity and is a Calgary Chapter Executive of the Institute of Corporate Directors. She holds a B.A. and LL.B from the University of Calgary, has the designation ICD.D from the Institute of Corporate Directors and regularly contributes her thought leadership and reflections on the importance of diverse representation, reconciliation and her views as an Indigenous woman. She identifies as a Dene from the Dehcho region (Northwest Territories).
Teresa Conway
Independent Director
Committees: Audit (Chair); Compensation; Corporate Governance and Nominating
Ms. Conway was elected to the Board of Directors in June 2018. She is a former executive with over 25 years of experience in the North American renewable energy and energy markets. She was the President & CEO of Powerex (2005 - 2017), and prior to that held various execuive positions since joining Powerex in 1993, including CFO, with accountability for information technology. She was also with PriceWaterhouse Coopers ("PWC") and her primary focus was mining. Ms. Conway holds a B.B.A. 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 Entrée Resources Ltd.
Dr. Sally Eyre
Independent Director
Committees: Compensation (Chair); Corporate Governance and Nominating
Dr. Eyre was appointed to the Board of Directors in January 2026. She is a geologist and mining finance professional with over 30 years of extensive experience in global resource capital markets and mining operations. Currently, she is an independent board member of Ero Copper Corporation. Dr. Eyre previously served as a non-executive director of Equinox Gold Corporation, Senior Independent Director of Centamin plc and a non-executive director of Adventus Mining Corporation. During 2011 to 2014 she served as President and Chief Executive Officer of Copper North Mining and, prior thereto, served as Senior Vice President, Operations at Endeavour Mining, responsible for a portion of resource exploration, development and production projects throughout West Africa. Dr. Eyre served as President and Chief Executive Officer of Etruscan Resources Inc. (now Endeavour Mining Corp.), a gold company with producing assets in West Africa. She served as Director of Business Development for Endeavour Financial Ltd. and has held executive positions with a number of Canadian resource companies.
Dr. Eyre has a Ph.D. in Economic Geology from the Royal School of Mines, Imperial College, London. Dr. Eyre is a member of the Society of Economic Geologists (SEG); a member of the Institute of Corporate Directors; and a former Director of the SEG Canada Foundation.
Samantha Espley (Chair)
Independent Director
Committees: Compensation; Sustainability (Chair); Technical
Samantha was appointed to the Board of Directors in October 2025. She is a mining executive with over 35 years of experience in operations, technical services, and as a corporate director in the resource sector, with Vale Base Metals and Glencore and its predecessors. Currently, Ms. Espley is a Senior Executive Advisor at Stantec and an independent board member of Northern Graphite [NGC: TSX-V] and Paramount Gold Nevada [PZG: NYSE].
Ms. Espley holds a Master of Applied Science from Laurentian University and a Bachelor of Applied Science from the University of Toronto. A Professional Engineer (P.Eng.), she holds a Corporate Directors Certification from CDI LLC. She is on the board of the Canadian Mining Hall of Fame and the Canadian Academy of Engineering (CAE) and is the CAE's President-Elect. She was President of Canadian Institute of Mining, Metallurgy, and Petroleum (CIM) and the Chair of the CIM Health and Safety Society. Her honours include the Governor General's Gold Medal, Women in Mining Trailblazer Award, Engineering Management Award, CIM Diversity and Inclusion Award, and is a Global Top 100 Women in Mining.
Judith Mosely
Independent Director
Committees: Audit; Corporate Governance & Nominating (Chair); Sustainability
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. Ms. Mosely holds a master's degree in sustainability leadership from the University of Cambridge where her research focused on decarbonization in the gold mining industry. She also holds a Master of Arts degree in modern languages from the University of Oxford and a diploma in business administration from the University of Warwick. She has the designation ICD.D from the Institute of Corporate Directors and serves on the boards of BlackRock World Mining Trust plc and Galiano Gold Inc.
Carissa Browning
Independent Director
Committees: Sustainability; Corporate Governance and Nominating
Carissa Browning was appointed to the Board of Directors in January 2022. Ms. Browning is a Corporate Commercial Lawyer at a boutique legal and advisory platform focused on energy, cleantech and sustainability. She 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 is currently appointed to the board of Alberta Innovates, Clean Prosperity and is a Calgary Chapter Executive of the Institute of Corporate Directors. She holds a B.A. and LL.B from the University of Calgary, has the designation ICD.D from the Institute of Corporate Directors and regularly contributes her thought leadership and reflections on the importance of diverse representation, reconciliation and her views as an Indigenous woman. She identifies as a Dene from the Dehcho region (Northwest Territories).
Patrick Godin (Chair)
Lead Independent Director
Committees: Audit; Compensation; Technical (Chair)
Mr. Godin was elected to the Board of Directors in June 2026. He most recently served as President and Chief Executive Officer of New Gold Inc. from November 2022 until March 2026. Prior to joining New Gold, he served as Vice President and Chief Operating Officer at Pretium and as President and Chief Executive Officer of Stornoway Diamond Corporation. Mr. Godin has also held executive or senior operations positions for G Mining Services, Canadian Royalties, IAMGOLD and Cambior Inc. In addition to Eldorado Gold, he is currently a member of the Board of Directors of both Coeur Mining, Inc. and OR Royalites Inc. Mr. Godin holds a Bachelor of Engineering in Mining from Laval University in Quebec, Canada and has obtained the ICD.D designation from the Institute of Corporate Directors.
Samantha Espley
Independent Director
Committees: Compensation; Sustainability (Chair); Technical
Samantha was appointed to the Board of Directors in October 2025. She is a mining executive with over 35 years of experience in operations, technical services, and as a corporate director in the resource sector, with Vale Base Metals and Glencore and its predecessors. Currently, Ms. Espley is a Senior Executive Advisor at Stantec and an independent board member of Northern Graphite [NGC: TSX-V] and Paramount Gold Nevada [PZG: NYSE].
Ms. Espley holds a Master of Applied Science from Laurentian University and a Bachelor of Applied Science from the University of Toronto. A Professional Engineer (P.Eng.), she holds a Corporate Directors Certification from CDI LLC. She is on the board of the Canadian Mining Hall of Fame and the Canadian Academy of Engineering (CAE) and is the CAE's President-Elect. She was President of Canadian Institute of Mining, Metallurgy, and Petroleum (CIM) and the Chair of the CIM Health and Safety Society. Her honours include the Governor General's Gold Medal, Women in Mining Trailblazer Award, Engineering Management Award, CIM Diversity and Inclusion Award, and is a Global Top 100 Women in Mining.
Daniel Myerson
Chair of the Board
Committees: Technical
Daniel Myerson was appointed Chair of the Board on July 30, 2026, after first being elected Deputy Chair of the Board on April 14, 2026. Mr. Myerson is a disciplined mining entrepreneur and company builder with a strong track record of creating shareholder value. Most recently, he served as CEO and Executive Chairman of Foran Mining Corporation until it's acquisition in 2026, where he led the company's transformation into one of the sector's most respected growth stories, expanding its resource base and making new discoveries, securing value accretive financing, and advancing key permits and environmental approvals, including being instrumental in McIlvenna Bay's referral to Canada's Major Projects Office as a project of national priority; and building the McIlvenna Bay mine. He also positioned Foran as a leader in economical sustainable mining through its commitment to carbon neutrality, environmental stewardship, and community partnership. Prior to Foran, Myerson served as Head of Glencore's Canadian Zinc Business as well as its global trading team.
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 Ethics and Business Conduct 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 Ethics and Business Conduct
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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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For more information, please download our Responsible Sourcing Policy.
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