Coeur is committed to continually improving its corporate governance profile and transparency around its ESG practices and performance. Our best-in-class corporate governance has been recognized by our Institutional Shareholder Services (ISS) Quality Score of “1”, the top score possible. Coeur also won Corporate Secretary Magazine’s award for best proxy statement (for mid/small cap companies) in both 2020 and 2019. Highlights of our governance practices are included below, and more information can be found on our website and in our 2022 proxy statement.
Areas of focus include:
Constituting an independent, engaged, accountable and diverse Board with highly relevant skill sets and backgrounds
Making transparent disclosures
Oversight of corporate strategy and culture
Providing stockholder-aligned compensation programs
Ensuring a strong compliance culture and code of conduct
Oversight of risk management
Our Board believes that it should possess a combination of skills, professional experience, industry background and diversity of viewpoints necessary to oversee our business. This is in addition to relevant technical skills or financial acumen that demonstrates an understanding of the financial and operational aspects as well as associated risks of a large, complex organization like Coeur. We have no mandatory retirement age for directors but balance Board experience with strategic Board refreshment, seeking individuals with skills and experiences relevant to the industry and geographic locations where we operate and that are complementary to other directors. Our current average tenure is approximately 12 years, with five of our directors having served less than 10 years.
Coeur’s Code of Business Conduct and Ethics (Code) provides a roadmap to help guide employee actions, and all employees are responsible for conducting business and themselves with high ethical standards and in accordance with the Code. The Board’s Audit Committee is responsible for overseeing and recommending Board approval of the standards of business conduct contained in the Code, including significant updates.
We conduct regular ethics and Code training programs for all employees, using several methods including in-person, online and periodic compliance reminder communications. Training programs during 2020 were conducted in person and in a synchronous online format due to COVID-19 related concerns and included activities to encourage stronger employee engagement. Trainings cover topics such as:
Anti-Discrimination and Anti-Harassment
Diversity and Inclusion
Related Party Transactions
Conflicts of Interest
Fair Dealings with Others
Insider Trading and Regulation FD (fair disclosure)
Anti-Corruption and Anti-Bribery
As a complement to our Code, Coeur expects employees to speak up regarding any situation or action that violates, or even appears to violate, the Code, Coeur policies or any applicable law or regulation. Employees can report to their supervisor or Human Resources and can reach out anonymously to any of the following 24/7:
Key elements making up Coeur’s strong whistleblower protection program include:
Suppliers and third-party contractors are expected, in all of their activities and while working for the Company, to maintain high ethical standards and act with integrity to operate in full compliance the Supplier Code of Conduct, our environmental, health, safety and corporate responsibility requirements, our human rights policy as well as with applicable laws, rules, and regulations of the locations in which they operate. Vendors are screened as part of our supplier and business partner due diligence processes.