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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 earn the trust of our stakeholders and be a premier silver mining company.

Leadership and 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.

  • 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.
  • The Board regularly receives reports concerning the development of the company’s business and operations, including its progress around economic, environmental and social performance.
  • We have a Diversity Policy, which recognizes the benefits arising from Board, management and employee diversity, such as broader perspectives and experience.
  • In 2018, 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.

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

Sustainability Governance

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 a sustainability mindset, 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 VP Operations, and Director of Investor Relations - set specific sustainability priorities for the upcoming year and formally review our Sustainability Report to ensure that it adequately addresses all material topics identified by our stakeholders.

Risk management is a key focus and is embedded in our organizational structure and responsibilities. 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.

Compensation of the management team is tied to production and sustainability goals. In particular, safety and environmental criteria are incorporated into the annual pay structure.

ES 2018 Report Corporate Governance

Our Values

Our core values – integrity, care, attitude, reliability and excellence – are a set of clearly-defined principles to guide our decisions, shape our everyday actions and interactions, and inspire us to do – and be – our very best, resulting in positive outcomes for all of our stakeholders. In 2018, we engaged employees and management in a company-wide review and validation of these values and competencies.

Business Conduct

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.

Every year, all our people must follow the Code as a mandatory condition of employment. We distribute a copy of the Code to our employees during the orientation process and post it at key locations across our sites. We also provide the Code to our contractors, suppliers and service providers so they conduct their activities in accordance with these standards. 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.

Human Rights

We respect and uphold fundamental human rights, both in our workplace and in local communities, and this commitment is embedded in both our Code of Business Conduct and Ethics and our Diversity Policy. We are also 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.

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. 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 2018, we had one reported incident of harassment, an investigation took place and the worker was fired.

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 2018.

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 2018, 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 behavior related to financial matters (concerns related to non-financial matters go through our Internal Grievance Mechanism). Concerns can be raised on a confidential and anonymous basis. Reports are directed to the Chairman of the Audit Committee, and we investigate and document all concerns. In 2018, no concerns or complaints were reported.

Key Memberships and Voluntary Commitments

We engage with industry associations to build and maintain relationships with industry peers, keep abreast of sector developments and contribute ideas on mining best practices. We also support a number of voluntary guidelines related to sustainable development.

Geoff-Handley

Geoff Handley,
Independent Director, Board Chair and Corporate Governance and Nominating Committee Chair

“Corporate governance is not just what we say, it has to show up in our actions, so employees, communities and shareholders see leadership doing the right things. The Board’s clear emphasis on sustainability issues, through dedicated committees and oversight, is an important demonstration of that. As Endeavour grows, the Board will continue working with management to drive sustainability best practices across the Company.”