AEM’s governance practices reflect the structure and processes we believe are necessary to improve company performance and enhance shareholder value. We follow the development of corporate governance standards in both Canada and the United States. As requirements and practices evolve, we respond in a positive and proactive way by assessing our practices and making modifications as needed.
Board of Directors
The Board of Directors consists of 12 directors. All but three directors are independent of management and free from any interest or business that could materially interfere with their ability to act in the Company’s best interests.
The Board is ultimately responsible for overseeing the management of the business and affairs of the Company and, in doing so, is required to act in the best interests of the Company. The Board generally discharges its responsibilities either directly or through four committees.
Board committees
The Corporate Governance Committee advises and makes recommendations to the Board on corporate governance matters, the effectiveness of the Board and its committees, the contributions of individual directors and the identification and selection of director nominees.
The Audit Committee assists the Board in its oversight responsibilities with respect to the integrity of the Company’s financial statements, compliance with legal and regulatory requirements, external auditor qualifications and the independence and performance of the Company’s internal and external audit functions.
The Compensation Committee advises and makes recommendations to the Board on the Company’s strategy, policies and programs for compensating and developing senior management and directors.
The Health, Safety and Environment (HSE) Committee advises and makes recommendations to the Board with respect to monitoring and reviewing HSE policies, principles, practices and processes; HSE performance; and regulatory issues relating to health, safety and the environment.
With the exception of the HSE Committee, the Board committees are composed entirely of outside directors who are unrelated to and independent from AEM. Committee charters are posted to the corporate website.
Ethical business conduct
AEM has adopted a Code of Business Conduct and Ethics that provides a framework for directors, officers, and employees on the conduct and ethical decision-making integral to their work. We have also adopted a Code of Business Conduct and Ethics for consultants and contractors. The Audit Committee is responsible for monitoring compliance with these Codes. In conjunction with the Codes, we have established a toll-free compliance hotline to allow for anonymous reporting of suspected violations. More information is posted on the corporate website.
Board of Directors
The Board of Directors consists of 12 directors. All but three directors are independent of management and free from any interest or business that could materially interfere with their ability to act in the Company’s best interests.
The Board is ultimately responsible for overseeing the management of the business and affairs of the Company and, in doing so, is required to act in the best interests of the Company. The Board generally discharges its responsibilities either directly or through four committees.
Board committees
The Corporate Governance Committee advises and makes recommendations to the Board on corporate governance matters, the effectiveness of the Board and its committees, the contributions of individual directors and the identification and selection of director nominees.
The Audit Committee assists the Board in its oversight responsibilities with respect to the integrity of the Company’s financial statements, compliance with legal and regulatory requirements, external auditor qualifications and the independence and performance of the Company’s internal and external audit functions.
The Compensation Committee advises and makes recommendations to the Board on the Company’s strategy, policies and programs for compensating and developing senior management and directors.
The Health, Safety and Environment (HSE) Committee advises and makes recommendations to the Board with respect to monitoring and reviewing HSE policies, principles, practices and processes; HSE performance; and regulatory issues relating to health, safety and the environment.
With the exception of the HSE Committee, the Board committees are composed entirely of outside directors who are unrelated to and independent from AEM. Committee charters are posted to the corporate website.
Ethical business conduct
AEM has adopted a Code of Business Conduct and Ethics that provides a framework for directors, officers, and employees on the conduct and ethical decision-making integral to their work. We have also adopted a Code of Business Conduct and Ethics for consultants and contractors. The Audit Committee is responsible for monitoring compliance with these Codes. In conjunction with the Codes, we have established a toll-free compliance hotline to allow for anonymous reporting of suspected violations. More information is posted on the corporate website.
