Corporate Governance
Robust corporate governance ensures that businesses operate in a fair and transparent manner and ensures accountability at all levels of the organization. Dundee Precious Metals and our Board of Directors recognize the important role that sound corporate governance has in ensuring that we conduct our business activities in an effective, ethical and transparent manner.
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Our company’s core purpose is unlocking resources and generating value to thrive and grow together. Our Code of Business Conduct and Ethics is expressly designed to ensure that we are delivering on that purpose ethically and with integrity, respecting the laws of the jurisdictions where we operate, and in a way that earns the trust and respect of our stakeholders.
Code of Conduct
Ethics Hotline
We encourage our employees to report any unethical behaviour they become aware of. We are committed to providing protection from any form of retaliation, and we have retained EthicsPoint, which is an independent channel for confidential and anonymous reporting.
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DPM’s Board of Directors is chaired by an independent Chair, and consists of eight directors, seven of whom are considered independent of management. The Board operates in accordance with a written mandate that outlines its duties and responsibilities and sets out the responsibilities of individual directors and the Chair of the Board.
Board Committee Mandates
We recognize and appreciate that having a diverse pool of Board members and senior management is key to achieving strong business performance, continuous innovation and good governance. The average age of our Board of Director is 61 years, average tenure is 6 years and women represent 50% of our Board members.
Audit Human
Capital and
CompensationCorporate
Governance
and NominatingSustainability Technical Committee Peter Gillin (Chair of the Board) NextPeter Gillin
Chair of the Board of DirectorsDirector since 2009Mr. Gillin is a Corporate Director and was Deputy Chair of DPM from April 1, 2013, until May 5, 2022 when he was appointed Chair of the Board. He brings extensive public and mining company experience to the Board and is currently a director of Wheaton Precious Metals Corp. He was on the Board of Sherritt International Corporation until June 2019 and was Board Chair of Turquoise Hill Resources Ltd. until December 31, 2022. He has also been a senior investment banker, having previously served as Vice Chair of N M Rothschild & Sons Canada Limited and as a Managing Director of Scotia Capital. In addition, he was until 2020 also a member of the Independent Review Committee of TD Asset Management Inc. and a director at TD Mutual Funds Corporate Class Ltd. He also sits on the Independent Review Committee for Mulvihill Asset Management.
Mr. Gillin has an Honours Business Administration degree from Western University, is a Chartered Financial Analyst and holds an ICD.D designation from The Institute of Corporate Directors.
David Rae NextDavid Rae
President and Chief Executive OfficerDirector since 2020Mr. Rae was the Executive Vice President and Chief Operating Officer (“COO”) of the Company from May 6, 2014, until he became the President and Chief Executive Officer of the Company on May 7, 2020.
Mr. Rae is a seasoned international mining and smelting executive with extensive experience in Africa, Europe and Canada and has held increasingly senior operating and executive roles with international mining companies including Falconbridge and Xstrata. He joined the Company as SVP, Operations in November 2012 and was appointed Executive Vice President and COO in May 2014 before becoming the President and CEO.
Mr. Rae has a Bachelor of Science in Physical Metallurgy from Leeds University in Yorkshire, England. He is a member of The Institute of Corporate Directors.
Dr. Nicole Adshead-Bell NextDr. Nicole Adshead-Bell
Independent DirectorIndependent Director since 2022Chair of the Technical Committee and Member of the Audit Committee and Human Capital & Compensation CommitteeDr. Adshead-Bell is President of Cupel Advisory Corp., a private company she established to focus on investments in the mining sector. She was most recently CEO and Managing Director of ASX listed Beadell Resources Ltd from July 2018 until its acquisition by a Canadian mining company in March 2019. Her career also includes Director of Mining Research at Sun Valley Gold LLC, a global precious metals fund, and Managing Director Investment Banking at Haywood Securities.
Dr. Adshead-Bell is a geologist with over 29 years of combined capital markets and mining sector experience, including over 25 years of cumulative public board experience with exploration, development, operating and royalty precious and base metals companies listed in Canada, USA, Australia, and the UK. Her diverse background has facilitated participation across the spectrum of board committee functions: audit, compensation, nominating, ESG, technical and special committees. She is currently an independent director of TSX listed Altius Minerals Corp. and ASX listed Matador Mining Ltd. She is also Chairman of ASX/TSXV listed Hot Chili Ltd., where she also chairs the Compensation Committee.
Dr Adshead-Bell holds a Ph.D. in Structural/Economic Geology, Class 1 Honours Degree in Structural Geology and BSc. in Geology/Archaeology, all from James Cook University, Queensland, Australia.
Robert M. Bosshard NextRobert M. Bosshard
Independent DirectorIndependent Director since 2023Chair of the Audit Committee and a Member of the Sustainability CommitteeMr. Bosshard is currently Chair of the Canadian Auditing and Assurance Standards Board, which has the authority and responsibility to set standards for quality management, audit, sustainability assurance, other assurance and related services engagements and guidance in Canada. He was an independent contractor at PwC LLP, a professional services firm from July 2016 until June 2021.
Mr. Bosshard has approximately 40 years of experience in finance, capital markets, risk management, climate, and environment, social and governance reporting. Prior to retiring as partner in 2016, he had a multi-decade career with PwC, both in Canada and the United Kingdom, and brings significant experience working with Canadian and U.S. public companies as well as a deep understanding of global business practices and geopolitical risks. He has also served on the boards of a variety of community organizations including the Prospectors & Developers Association of Canada.
Mr. Bosshard holds accounting designations in Canada and the UK and holds a Bachelor of Arts (Honours) in Accounting and Finance from Lancaster University, United Kingdom, as well as an ICD.D designation from The Institute of Corporate Directors.
Jaimie Donovan NextJaimie Donovan
Independent DirectorIndependent Director since 2020Chair of the Sustainability Committee and Member of the Corporate Governance & Nominating Committee, and Technical CommitteeMs. Donovan is a Corporate Director and is the owner and operator of and/ore restaurant.
Ms. Donovan is a mining engineer with over 20 years of experience in the mining industry spanning roles in operations, technical services, capital allocation and corporate development. She was the Head of Growth and Evaluations for Barrick Gold, North America until March 2019, where she oversaw the evaluation and development of regional investment opportunities. Prior to that, Ms. Donovan held senior positions at Barrick Gold as Vice President of Evaluations, and Waterton Global Resource Management as a Principal and head of Evaluations. Ms. Donovan has significant technical and operations experience working at mines in Australia and Canada for Barrick, Goldfields, and Western Mining. She is on the board of Wheaton Precious Metals Corp. and formerly served as a director of Perpetua Resources from January 2019 to December 2020.
Ms. Donovan holds Bachelor’s degrees in Mining Engineering (B.Eng. Honours) and Commerce (B.Com. Finance) from the University of Western Australia. She has also completed the ICD Director Education Program at the Rotman School of Management.
Kalidas Madhavpeddi NextKalidas Madhavpeddi
Independent DirectorIndependent Director since 2021Chair of the Human Capital & Compensation Committee and Member of the Audit Committee, Sustainability Committee, and Technical CommitteeMr. Madhavpeddi is currently the President of Azteca Consulting LLC, an advisory firm to the metals and mining sector since 2006. From 2010 to 2018 he was CEO of China Molybdenum International, a privately held company and global producer of copper, gold, cobalt, phosphates, niobium and molybdenum. He has 40 years of international experience in corporate strategy, mergers and acquisitions, government relations, marketing, mining engineering and capital. His extensive career in the mining industry includes over 25 years at Phelps Dodge Corporation (“Phelps Dodge”), a Fortune 500 company, starting as a Systems Engineer and ultimately becoming Senior Vice President for Phelps Dodge, and contemporaneously the President of Phelps Dodge Wire & Cable. Mr. Madhavpeddi currently serves as Chair of Glencore plc and is a director of NovaGold Resources Inc. He is an alumnus of the Indian Institute of Technology, Madras, India, the University of Iowa, and the Harvard Business School.
Juanita Montalvo NextJuanita Montalvo
Independent DirectorIndependent Director since 2017Chair of the Corporate Governance & Nominating Committee and Member of the Sustainability CommitteeMs. Montalvo is Managing Director of Privus Capital Inc. and Acasta CC Inc., where she works on private equity and strategic corporate investments. She has over 25 years of experience developing and leading strategies to drive performance through excellence in corporate governance, partnership and joint venture management and good business practice. She was an SVP at Sherritt International Corporation (TSX:S) and served as Country Manager in Madagascar during the construction of its Ambatovy JV. She is currently an Independent Director of First Quantum Minerals (TSX:FM). She is the Chair of the Wildlife Conservation Society Canada (WCS- Canada), a founding Member of the Women for Nature initiative of Nature Canada, the former Deputy Chair of Canada’s National Ballet School, and an alumnus of the McKinsey LGBTQ+ Leadership Master Class. She holds a B.Sc. Biology and Biochemistry, B.A. in International Development Studies and Masters in Development Economics, all from Dalhousie University; and the ICD.D designation from the Institute of Corporate Directors.
Marie-Anne Tawil NextMarie-Anne Tawil
Independent DirectorIndependent Director since 2015Member of the Audit Committee, Human Capital & Compensation Committee and Corporate Governance & Nominating CommitteeMs. Tawil is an experienced Corporate Director, C-suite executive, lawyer, and entrepreneur. She is President of Iron Hill Investments, an investment firm she helped established in 2000. Most recently, she also served as CEO of One Drop and President and CEO of Lune Rouge Inc.
She has over 30 years of legal and management experience. She practiced law with Stikeman Elliott and McCarthy Tetrault before joining Quebecor Inc as legal counsel and corporate secretary. As an entrepreneur, she has led and managed several successful acquisitions and exits from Quebec-based SMEs. Ms. Tawil has extensive experience in all aspects of board participation including governance, audit, compensation, and risk management. Ms. Tawil was appointed to the board of the Canadian Broadcasting Corporation (“CBC”) / Radio-Canada in February 2024. She chaired the Board of Societé de l’Assurance Automobile du Quebec and served on the board and audit committee of Hydro-Québec as well as the board of Stornoway Diamonds Corporation and a number of other private and public companies.
Ms. Tawil is a member of the Bar of the Province of Quebec, holds a Bachelor in Civil Law LL. L, a Bachelor in Common Law LL. B, an MBA and is a Certified Corporate Director ICD.D. She is a member of the YPO – World President Organization since 1999 and a recipient of the Queen Elizabeth II Diamond Jubilee Medal.
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Committee Chair
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Our policies and standards are regularly reviewed by management and our Board of Directors to ensure continuing alignment with the highest standard for corporate governance and ethical conduct.
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