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Corporate Governance //

Effective governance is the foundation of our performance and provides the guiding principles for everything we do. Running our business to the highest standards of responsible conduct is imperative to both earning the trust of our stakeholders and to being a premier silver mining company.

Leadership and Corporate Governance

Our Board of Directors oversees the company’s business conduct and strategic planning and ensures that appropriate governance mechanisms, policies and procedures are in place, including the integrity of our internal controls and management information systems.

  • The Board appoints the CEO and provides direction, support and oversight of senior management, with a focus on enterprise risk management and resource management.
  • The Board regularly receives reports concerning the development of the company’s business and operations, including its progress around economic, environmental and social performance.
  • Our Code of Business Conduct and Ethics and several other policies guide the Board’s oversight, including accountability to stakeholders through policies and communications with shareholders and others. Management is responsible for setting long-term goals, objectives, plans and strategies.
  • We have a Diversity Policy, which recognizes the benefits arising from board, management and employee diversity, such as broader perspectives and experience.
  • In 2017, the Board was comprised of seven male Directors, five of whom were independent and non-executive, including the Chairman of the Board.
  • The Board has four standing committees: Audit Committee, Compensation Committee, Corporate Governance and Nomination Committee, and Sustainability Committee. Committee charters and performance are reviewed and updated as needed to maintain continued relevancy and to provide an effective framework for a high standard of governance.

For more information, the functions of the Board are set out in the Board Mandate and Board Duties.

Governance for Sustainability

We have adopted the Dow Jones Sustainability Index definition of corporate sustainability, which states “Corporate Sustainability is a business approach that creates long-term shareholder value by embracing opportunities and managing risks deriving from economic, environmental and social developments”. Our Sustainability Policy outlines our commitments in each of these categories and specifies that we will provide the necessary resources to meet these ongoing commitments.

Sustainability is ingrained in the highest levels of Endeavour. Two of the Board committees oversee our sustainability strategy and decision-making: the Sustainability Committee and to a lesser extent, the Corporate Governance and Nominating Committee. Guided by our Sustainability Policy and the Sustainability Committee Charter, the Sustainability Committee meets at least three times per year to review reports from key departments of our operations.

The Committee promotes sustainability as a core company value, encourages a corporate culture that takes responsibility for sustainable development, and approves policies, standards and responsible work practices that guide the performance and expectations of our employees, contractors and other partners.

The Sustainability Committee and a team of senior executives including the CEO, President and Chief Operating Officer, Chief Financial Officer and Director of Investor Relations, set specific sustainability priorities for the upcoming year and formally review our Sustainability Report to ensure that it adequately covers all material topics identified by our stakeholders.

Our Governance Structure

Ethics, Integrity and Accountability

Providing the foundation for how we act in our day-to-day activities and interact in all our relationships, our Code of Business Conduct and Ethics (the Code) reflects our commitment to a culture of honesty, integrity and accountability. Reviewed and updated regularly, the Code establishes the essential standards we expect all employees and those doing business with us to uphold.

Definitions and expectations relating to behaviour, legal compliance and ethical issues, such as handling potential conflicts of interest, are embedded in the Code to help ensure all our people make the right decisions. To ensure Code adherence and the highest standards of professional and ethical conduct:

  • We require that all our people agree to and follow the Code as a mandatory condition of employment. We distribute a copy of the Code to our employees during the orientation process
  • We provide the Code to our contractors, suppliers and service providers so they also conduct their activities in accordance with these standards
  • The Code is posted and readily accessible at key locations across our operational sites and is publicly accessible on our website in English and Spanish

Individuals who fail to comply with the Code and all applicable laws are subject to disciplinary measures, up to and including discharge from the Company or termination of the business relationship.

Anti-Corruption and Anti-Bribery

We take a zero-tolerance approach to any form of bribery and corruption. We adhere to all laws and best practices in this area, and our commitments and practices are outlined in our Anti-Bribery and Anti-Corruption Policy to ensure we take a consistent and comprehensive approach wherever we operate. Corruption-related risks are evaluated at the management level as part of the company risk assessment process, supplemented by our thorough internal financial controls, which are in place to monitor aspects of operations that could be affected by bribery or corruption. Both risk management and internal controls are reviewed and evaluated annually by the Board of Directors. In 2017, there were no reported incidents of corruption.

Whistleblower Policy

Our Whistleblower Policy provides a company-wide protocol for reporting – without fear of reprisal – any apparent fraudulent, unethical or illegal activity or behaviour related to financial matters (concerns related to non-financial matters go through our Internal Grievance Mechanism). Concerns can be raised on a confidential and on an anonymous basis. Reports are directed to the Chairman of the Audit Committee, and we investigate and document all concerns. In 2017, no concerns or complaints were reported.

Transparency and Disclosure

We believe corporate transparency is a key to operating a sustainable business. With a diverse range of stakeholders, being open and honest about our business and sustainability-related practices, impacts and challenges enables stakeholders to better understand our activities and fosters their confidence and trust. This is especially important when operating as we do in another country like Mexico, where foreign companies must act responsibly, be sensitive to cultural differences pass the “trust” test to prove themselves as authentic partners.

We strive to make timely and accurate disclosure of all material information related to our operations and provide fair and equal access to it. Our approach to transparency is captured in our Code of Business Conduct and Ethics and is guided by our Corporate Disclosure Policy. We provide various channels for engagement including internal and external grievance mechanisms at all our sites, and we conduct a materiality assessment every two years to identify the issues that matter most.

Enhancing our Position on Human Rights

We respect and uphold fundamental human rights, both in our workplace and in local communities, and are guided by global standards such as the United Nations (UN) Guiding Principles on Business and Human Rights and the Voluntary Principles on Security and Human Rights.

In 2017, we embedded human rights in our Code of Business Conduct and Ethics and in collaboration with the Commission for Human Rights, delivered human rights training to all security personnel (employees and contractors) at our mining sites. The training emphasized the importance of respecting human rights while providing security. A total of 65 people from our three sites attended the course. Other elements of our human rights practices include the following:

  • We foster a work environment free from discrimination against gender, race, national origin, marital status, sexual orientation, or political/religious beliefs, and we do not tolerate any form of harassment. Our Diversity Policy reflects this commitment.
  • Employees are encouraged to speak out if a co-worker’s conduct makes them uncomfortable, and to report harassment or discrimination if it occurs. In 2017, we had no reported incidents of discrimination or harassment.
  • Child labour exists as a general country risk within Mexico, however we maintain strict proof-of-age policies and hiring procedures at all sites, preventing anyone under the legal working age of 18 from obtaining employment. This proof-of-age requirement extends to our contractors through our Contracting Services and Working with Third Parties Protocol, which specify that no contractor will employ persons under the working age permitted by law. There were no reported incidents of child labour at any of our operations in 2017.
  • We fully support freedom of association and collective bargaining and have no operations in which the right to exercise these labour rights may be at risk.

Risk Assessment and Management

Risk management is a key priority for our company. Identifying, evaluating and managing risks, including social and environmental issues that can materially impact our business are critical to our long-term viability and the interests of our stakeholders.

Our risk management methodology and resulting matrix includes scales of assessing and ranking risk severity and probability.

We believe our people all have a role to play in helping manage the company’s risks, such as adhering to safe behaviours on the job, and we train and communicate to support employees in fulfilling their role. We also encourage our people to report any operational risks and hazards they see.


Our commitment to external initiatives

We are committed to developing and implementing management systems and operating practices that consider the following international guidance for extractive companies operating abroad:

  • The Prospectors and Developer’s Association of Canada (PDAC) E3 Plus Framework for Responsible Exploration
  • The Organization for Economic Cooperation and Development Guidelines for Multi-National Enterprises
  • The United Nations Guiding Principles on Business and Human Rights
  • Voluntary Principles on Security and Human Rights
  • International Finance Corporation Performance Standards on Social and Environmental Sustainability

Voluntary Guidelines Used in 2017, as well as Certifications Achieved:

We have used the GRI G4 framework for our sustainability reporting since 2013, including the GRI’s Metals and Mining Supplement

Our mines with labs are ISO 9001 certified: Guanaceví since 2012 and Bolañitos since 2013. In 2016, Guanaceví renewed under ISO v2015 guidelines and was the first lab in Mexico to receive this certification, which is valid until November 2018.

Since 2013 we have followed the Green House Gas Protocol for Calculating emissions, as per the World Business Council for Sustainable Development and the World Resource Institute.

Our two operations in Guanajuato were awarded the “Empresa Socialmente Responsable” (Socially Responsible Company), a distinction given by the Mexican Philanthropy Centre (CEMEFI) and the Alliance for Social Responsibility in Mexico.

Key memberships