Founded in 2008 in Saskatchewan, Canada, Mitchall Mines & Minerals Ltd. is a Canadian mining company focused on the responsible exploration, development, and production of gold and silver. More about us
Mitchall Mines & Minerals
1312 4th Street,
Estevan, Saskatchewan,
S4A 0X2, Canada
[email protected]
Corporate Governance
Corporate Governance
Code of Business Conduct
The Code of Business Conduct defines the ethical standards and values that guide the actions and decisions of all employees, officers, contractors, and representatives of Mitchall Mines & Minerals Ltd. It establishes a shared commitment to integrity, professionalism, and lawful conduct in all business operations, both domestically and internationally.
The document provides clear expectations on workplace behaviour, anti-discrimination, health and safety, environmental responsibility, and compliance with applicable laws and regulations. It also outlines our approach to handling conflicts of interest, data protection, financial reporting, and interactions with stakeholders and regulators.
By adhering to this Code, all members of the organization contribute to a culture of trust and accountability. It is reviewed regularly to ensure it reflects evolving standards and regulatory requirements. Every new employee is introduced to the Code during onboarding, and compliance with its provisions is expected at all levels of the business.
Directors’ Code of Conduct
The Directors’ Code of Conduct sets out the ethical and professional standards that govern the behaviour of the Board of Directors at Mitchall Mines & Minerals Ltd. It reinforces the fiduciary duties of directors, including their obligation to act honestly, in good faith, and in the best interests of the company and its shareholders.
The Code addresses important governance matters such as confidentiality, conflict of interest, insider information, independent judgement, and compliance with relevant laws and regulations. Directors are expected to demonstrate leadership in promoting transparency, oversight, and ethical decision-making throughout the organization.
This document also highlights the expectations for board performance, continuous learning, and attendance, as well as disclosure obligations when serving on other boards or entering into personal or business relationships that could influence their role. It is central to maintaining a well-functioning, independent, and credible board.
Audit Committee Charter
The Audit Committee Charter outlines the composition, authority, and responsibilities of the Audit Committee of Mitchall Mines & Minerals Ltd. This committee plays a critical role in ensuring the integrity of the company’s financial statements and internal control systems, as well as the independence and performance of external auditors.
The Charter defines the committee’s oversight of financial reporting, accounting policies, internal audits, enterprise risk management, fraud prevention, and compliance with legal and regulatory obligations. It empowers the Audit Committee to question management, retain external advisors, and ensure transparency in financial disclosures.
By adopting this Charter, Mitchall Mines reinforces its commitment to strong financial governance and investor confidence. The committee operates independently of management and reports directly to the Board of Directors, ensuring clear checks and balances within the governance framework.
Board Mandate
The Board Mandate provides a detailed overview of the role, duties, and structure of the Board of Directors at Mitchall Mines & Minerals Ltd. It articulates the board’s responsibility for overseeing strategic direction, operational performance, risk management, and corporate governance.
Under this mandate, the board is charged with appointing and evaluating senior executives, approving major investments and financial strategies, and ensuring compliance with regulatory obligations. It is also responsible for upholding ethical standards and safeguarding shareholder interests across all business activities.
The Mandate reinforces the principles of accountability, diversity, independence, and continuous improvement. It provides a framework for regular board evaluations, succession planning, and committee delegation, all of which are essential for a high-performing board aligned with long-term value creation.
Anti-Corruption Policy
Mitchall Mines & Minerals Ltd. maintains a strict Anti-Corruption Policy that prohibits bribery, facilitation payments, kickbacks, and other forms of corrupt behaviour. This policy applies to all employees, officers, directors, and third-party representatives acting on behalf of the company, both in Canada and abroad.
The document outlines acceptable business practices, reporting procedures for suspicious conduct, and expectations when interacting with government officials, suppliers, and business partners. It aligns with Canadian anti-corruption laws and international standards such as the OECD Anti-Bribery Convention.
Training, risk assessments, and due diligence are integral parts of our anti-corruption compliance program. By enforcing this policy, Mitchall Mines aims to maintain the highest standards of ethical conduct and to protect the company’s reputation, operational integrity, and legal standing.
Whistleblowing Policy
The Whistleblowing Policy of Mitchall Mines & Minerals Ltd. establishes a secure and confidential process for reporting suspected misconduct, unethical behaviour, or violations of law or company policy. It empowers employees, contractors, and external parties to raise concerns without fear of retaliation.
The policy details how to report issues anonymously, how those reports are handled and investigated, and how whistleblowers are protected throughout the process. It applies to issues such as fraud, safety violations, environmental breaches, harassment, and corruption.
By implementing this policy, the company fosters a culture of accountability, transparency, and openness. Whistleblowing is viewed as a critical component of the company’s risk management and governance strategy, and all reports are treated seriously, promptly, and confidentially.
Compensation Policy
The Compensation Policy outlines the principles and framework for remunerating executives, board members, and employees of Mitchall Mines & Minerals Ltd. It aims to attract, retain, and motivate top talent while aligning performance with the company’s long-term strategic goals.
The policy is designed to ensure that compensation practices are fair, competitive, transparent, and compliant with legal and regulatory requirements. It includes base salaries, short- and long-term incentive plans, equity awards, and benefits. Performance-based criteria are clearly defined to promote accountability and results.
Oversight of this policy is handled by the Board’s Compensation Committee, which reviews market benchmarks, evaluates performance metrics, and ensures alignment with shareholder expectations. The policy is updated periodically to reflect industry standards, regulatory developments, and corporate priorities.