Governance

NAP has adopted corporate governance guidelines to promote the effective functioning of the Board of Directors and its Committees and to set forth a common set of expectations as to how the Board should manage its affairs and perform its responsibilities.

The Board is responsible for:

  • Reviewing the Company’s overall business strategy and its annual business plan

  • Identifying principal risks and implementing systems to manage those risk

  • Assessing management’s performance against approved business plans and industry standards

  • Developing a communication policy for shareholders

  • Overseeing the integrity of internal control and management information systems

  • Appointing officers

  • Reviewing succession planning

The Board discharges its responsibilities directly or through our Board Committees

  • The Governance, Nominating and Compensation Committee
  • The Audit Committee
  • The Technical, Health, Safety and Environment Committee.

In 2016, the Board adopted a revised Code of Conduct for its employees, officers and directors. Under the Code of Conduct, all of the Corporation’s directors, officers and employees are expected to be familiar and comply with the Code of Conduct in the daily performance of their duties with the Corporation.

The Board has also adopted a Whistleblower Policy to provide employees of the Corporation with a process for disclosing complaints or concerns regarding perceived or suspected: (i) questionable accounting, internal controls or auditing processes; (ii) non-compliance with the Code of Conduct; and (iii) unethical or illegal behaviour. The Whistleblower Policy allows employees to report concerns anonymously through a website or by telephone via a toll free number, both of which are administered by an independent third party service provider. Complaints submitted to the third party service provider are communicated to the Chair of the Audit Committee.

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Board of Directors Mandate

Board of Directors Mandate

Audit Committee Mandate

The Audit Committee assists the Board in its oversight responsibilities regarding the integrity of the Corporation’s financial statements, compliance with legal and regulatory requirements, external auditor qualifications and the independence and performance of our internal and external audit functions.

Audit Committee Mandate

Governance, Nominating & Compensation Committee Mandate

The Governance, Nominating & Compensation Committee assists the Board with developing the Corporations approach to corporate governance, including developing a set of corporate governance principals and guidelines specifically applicable to NAP, identifying individuals qualified to become members of the Board as well as reviewing the composition of the Board and its committees and is responsible for reviewing and approving compensation policies and practices of the Company and administering the Corporation’s equity compensation plans.

Governance, Nominating & Compensation Committee Mandate

Technical, Environment, Health & Safety Committee Mandate

The Technical, Environment, Health and Safety Committee assists the Board in fulfilling their respective obligations relating to reviewing technical, environmental, health and safety matters concerning the Corporation’s mineral projects, including its oversight responsibilities.

Technical, Environment, Health & Safety Committee Mandate

Code of Business Conduct and Ethics

The Corporation has adopted a Code of Conduct for its employees, officers and directors. Under the Code of Conduct, all of the Corporation’s directors, officers and employees are expected to be familiar and comply with the Code of Conduct in the daily performance of their duties with the Corporation.

Code of Business Conduct and Ethics

Whistleblower Policy

The Corporation’s Whistleblower Policy provides employees with a process for disclosing complaints or concerns regarding perceived or suspected: (i) questionable accounting, internal controls or auditing processes; (ii) non-compliance with the Code of Conduct; and (iii) unethical or illegal behaviour. The Whistleblower Policy allows employees to report concerns anonymously through a website or by telephone via a toll free number, both of which are administered by an independent third party service provider. Complaints submitted to the third party service provider are communicated to the Chair of the Audit Committee.

Whistleblower Policy

Disclosure Policy

The objective of this Policy is to ensure that communications to the investing public about North American Palladium Ltd. and its subsidiaries are timely, factual and accurate and broadly disseminated in accordance with applicable legal and regulatory requirements. This Policy applies to all directors, officers, consultants, contractors and employees of the Company and those authorized to speak on their behalf. The Policy covers disclosure in annual and quarterly reports, including management’s discussion and analysis of financial condition and results of operations, news releases, letters to investors, presentations by management, any other documents filed with securities regulators, and information contained on the Company’s website and in other electronic communications including social media.

Disclosure Policy