Corporate Governance
Lundin Mining is committed to high standards of corporate responsibility and continues to develop company-wide operation policies, reporting systems, and governance structures that enable us to achieve such standards.
As a publicly listed company, Lundin Mining has adopted a Code of Conduct and Ethical Values Policy. This Code is posted on our website (www.lundinmining.com) and makes reference to related guidelines of the Canadian Securities Administrators.
Board of Directors
The Board of Directors (the "Board") is primarily responsible for supervising the management of the Company's business and affairs. The Board's Chairman, together with the lead director, is responsible for the management, development and effective performance of the Board, for monitoring the Company's development through regular contact with the President/ CEO, and for ensuring that the Board regularly receives reports concerning the development of the Company's business and operations, including progress in respect of profits, liquidity and significant contractual matters. All business transactions with individuals, corporations or other entities that could potentially, directly or indirectly, be considered to be a related party, must be approved by the Board of Directors regardless of the amount involved. Furthermore, Lundin Mining maintains a whistleblower system to facilitate anonymous reporting of any potential improprieties to ensure the company is run without incidents of corruption.
Audit Committee
The Audit Committee is comprised of three Board members, each of whom is independent of the Company. The Audit Committee oversees the accounting and financial reporting processes of the Corporation and its subsidiaries and all audits and external reviews of the financial statements of the Corporation, on behalf of the Board, and has general responsibility for oversight of internal controls, and accounting and auditing activities of the Corporation and its subsidiaries. The Audit Committee meets a minimum of four times a year.
Human Resources/Compensation Committee
The Human Resources/Compensation Committee is comprised of three non-executive members of the Board. The Human Resources/Compensation Committee is responsible for administering the Company's executive compensation program and implements and oversees human resources and compensation policies approved by the Board. The Committee meets not less than annually.
Corporate Governance and Nominating CommitteeThis Committee is comprised of three non-executive Board members and assists the Board in identifying qualified individuals for Board membership, develops and implements corporate governance guidelines, and reports annually to the Corporation's shareholders on the Corporation's system of corporate governance.
Health, Safety, Environment and Community Committee
This Committee is comprised of three Board members, a majority of whom are non-executive Board members. This Committee assists the Board in its oversight of health, safety, environment and community risks, the Corporation's performance in relation to health, safety, environmental and community matters, and the Corporation's compliance with applicable legal and regulatory requirements associated with health, safety, environmental and community matters.
Business Ethics
In 2008, Lundin Mining underwent a full Sarbanes - Oxley audit through which all business units were analyzed for risks related to corruption. As a matter of company policy, Lundin Mining will make no illegal payments of any kind, directly or indirectly, from corporate funds or assets. Even the appearance of impropriety in dealing with public officials is improper and unacceptable. Any participation, whether directly or indirectly, in any bribes, kickbacks, indirect contributions or similar payments is expressly forbidden, whether or not they might further the business interests of the corporation. Employees are additionally required to avoid all situations in which their personal interests conflict or might conflict with their duties to the Corporation or with the economic interest of the Corporation. During the reporting period, there were no reported incidents of corruption
Lundin Mining did not make any financial contributions to political parties or related institutions over the course of 2009. We have not been subject to any legal actions for anti-competitive behavior, anti-trust, or monopoly practices.
External Commitments
In keeping with the Government of Canada's CSR Strategy for the Canadian International Extractives Sector, Lundin Mining is supportive of global initiatives that address a wide range of corporate responsibility related issues. These include the OECD Guidelines on Multinational Enterprises the Global Reporting Initiative; the Voluntary Principles on Security and Human Rights; and the IFC Performance Standards.
