Corporate Governance
Ethical practices and high standards of corporate governance are central to how we do business.
Our Governance Systems
Our governance systems provide mechanisms for the evaluation and effective management of our operations, people, risks and relationships. We comply with the regulatory requirements in relevant jurisdictions and are committed to maintaining a robust governance framework that is appropriate for the size and scope of our operations and takes leading practices into account.
Board Committees
Audit & Risk Committee
Sustainability Committee
Technical Committee
Remuneration, People & Culture Committee
Governance & Nominations Committee
At a Glance: Our Corporate Governance Practices
Board Independence & Majority Voting
- The majority of our Board is independent, including the Chair. The positions of Chair and the President & CEO are separate. All five Board committees are 100% independent.
- We have a Majority Voting Policy for electing directors to the Board.
Board Qualifications, Formal Assessments, Succession Planning & Diversity
- We use a skills matrix to assess Board composition and prospective director candidates.
- Formal assessments of Board and committee effectiveness and contribution of individual directors to the Board, as well as performance of the President & CEO.
- Ongoing succession planning for our senior executives, President & CEO, and the Board.
- Our Fair Employment Policy establishes our commitment to diversity principles, which includes gender diversity.
Board Share Ownership, Clawback & No Interlocking Directorships
- Directors and our Executives are required to own equity in the company to align with Shareholder interests in accordance with our Share Ownership Policy.
- We have a Clawback Policy.
- None of our directors serve together as directors or executives of another public company board.
Board Accessibility & Engagement
- Shareholders, employees and others can contact our Chair, President & CEO, and other members of the Board.
- We are committed to ongoing engagement with all our stakeholder groups.
Anti-Bribery & Corruption and Ethical Conduct
- Our anti-bribery and corruption compliance program includes policies, standards, training and anti-bribery and anti-corruption champions appointed at each of our operations.
- Our Code of Conduct outlines and applies to all directors, employees, contractors and anyone acting on our behalf. We also have a Supplier Code of Conduct that we expect all our suppliers and their employees, contractors, subcontractors, vendors, suppliers and advisors to adhere to.
Cybersecurity & Climate Change
- We employ a comprehensive approach to cybersecurity, emphasizing proactive risk management, compliance with regulatory standards, and fostering a security-aware culture among our employees.
- We remain committed to responsible decarbonization and climate change mitigation management across all our business activities.
Our Code of Conduct
Our Code of Conduct sets out the culture we wish to foster and the behaviours we expect. It applies to everyone at OceanaGold.
Our Supplier Code of Conduct
Our Supplier Code of Conduct outlines our expectations for ethical conduct and responsible business practices from our suppliers and their employees, contractors, subcontractors, vendors, suppliers and advisors.
Whistleblower Details
Governance Policies
The policies that inform our corporate governance are provided below.
Articles and Charters
Position Description for the Chairman of the Board
Please refer to the Board Charter for the Company’s position description for the Chairman of the Board.