An independent member is considered to be an individual that has no financial interest or other potential interest that could constitute a conflict of interest. An Executive member is considered to be an individual that is a Director of the company and who holds an Executive Management position within De Beers Canada or within the De Beers Family of Companies. A non-Executive member is an individual who is a Director but is not an Executive of either De Beers Canada or any of the De Beers Family of Companies.
There is a Senior Management Team that reports to the Board of Directors for De Beers Canada, and in addition, each of the Snap Lake and Victor Mines has its own Executive Committee that reports to the main corporate Senior Leadership Team. There is an Internal Audit function across the entire De Beers Family of Companies, and De Beers Canada has its own Internal Audit function and an Audit Committee (appointed 23 November 2008) that reports to the De Beers Société Anonyme Audit Committee and to the De Beers Société Anonyme Board. Beside an Audit Committee, De Beers Canada does not have any other committees under the Board of Directors that are responsible for setting strategy or for oversight of the organization. Currently all of the De Beers Canada Board Members also serve on the Audit Committee.
The Board of De Beers Canada is comprised of the President, CEO and CFO of De Beers Canada Inc, plus one non-executive Director. The Board composition has changed several times during the last several years and throughout has been reconsidered by the Board members to ensure it retains the right combination of extensive business experience, industry specific experience and technical skills covering De Beers Group practices, mining specific in-depth technical knowledge, and financial and legal expertise based on global and Canadian experience. The Directors are familiar with the specific governance requirements issued by De Beers Société Anonyme, to which all De Beers Group companies are expected to comply and as experienced personnel are expected to bring that knowledge and experience to bear in their duties. Several key governance documents with which Board members are familiar and expected to comply include, the BPP, Code of Business Conduct and Ethics, Declaration of Interests, and Criminal History Self Declaration Form.
The executive Directors are specifically involved in the formation, endorsement and communication of the sustainable development policy, including Safety, Health and Environmental elements, guidelines and practices. The company has invested heavily in these fundamental aspects of business practice and this is evident in the maintenance of internationally recognized standards such as ISO 14001, OHSAS18001 and the commitment to producing a Year in Review document in respect of De Beers Canada in addition to contributing to the production of the Family of Companies’ report. The company has also committed to meeting the requirements of the Mining Association of Canada’s drive Towards Sustainable Mining, which has required the support of the Board and senior executive management across De Beers Canada to devote the time and resources necessary to meet this challenge.
The Board endorsed the formation of an audit committee, with defined Terms of Reference, in order to separate the duties specific to that body from the Board in keeping with best practice principles in Canada and to match practice elsewhere throughout the Group. The Board also considered the adoption of a comprehensive Board Charter and at that time did not feel the formality of such a document was necessary but will revisit the benefit of such a document being formally adopted, in light of the increasing focus on the role of the Board as a key aspect of the demonstrating commitment to good governance.
The Board of De Beers Canada has specific duties to approve the Financial Statements of the Corporation, approving the Budget for the next Fiscal Year prior to presentation to Group and approving the internal audit plan and appointment of the External auditors, as recommended by the Audit Committee. In doing this the Board is then subject to scrutiny by the parent through its subsequent consideration and approval of these documents.
The Board members have been selected to provide a considerable mix of professional and technical skills allied with extensive experience of the mining industry and operation of De Beers’ global business.
The Total Rewards Package for the Executive consists of an annual base salary, perquisites, benefits and pension provisions, in addition to a Short-term Incentive Plan which is made payable upon achievement of company, departmental and personal objectives. The company objectives comprise financial and non-financial metrics.
Integral to the internal governance and management of the company, there is an internal ‘Code of Business Conduct and Ethics’ (revised in May 2011), which is available upon request, which all employees review during the hiring process. All employees are required to read and sign this as part of their annual performance appraisal at the year-end.