Environmental, Social and Governance
Sandstorm Gold Ltd. (“Sandstorm Gold”, “Sandstorm” or the “Company”) is in the business of providing financing solutions to companies in the mining sector, principally through stream and royalty transactions, enabling resource companies to further the exploration, development and operations at a mining property. The properties over which the Company holds stream and royalty interests are owned and operated by independent mining companies and Sandstorm does not exercise control or influence over the activities of the property owners. However, Sandstorm is committed to furthering the responsible development of mineral projects and the sustainable extraction of metals through its financial investments, including with respect to environmental factors (e.g., toxic emissions and waste, carbon emissions, biodiversity and land use, water stress), social considerations (e.g., occupational health and safety, labour management) and governance issues (e.g., corruption and instability, corporate governance); collectively (“ESG”).
Sandstorm operates solely within an office environment with a small workforce. The Company has 24 full-time employees located at our Vancouver head office. As such, our direct impact on the environment is very small. Nonetheless, we are doing our part to address climate change through reducing our own environmental footprint and by managing the environmental and social impacts of our investing activities.
We primarily seek to address ESG issues initially through the due diligence process when making new investments. We have also adopted internal policies that guide our investment process and our ongoing relationships with our Operators and shareholders. We are proud to have made meaningful social contributions at our corporate and individual levels and we intend to consider additional partnerships with our Operators to support appropriate environmental and social initiatives in the communities associated with our investments.
To further demonstrate our commitment to corporate sustainability, Sandstorm joined the United Nations Global Compact in February 2020. As a participant, Sandstorm has committed to voluntarily aligning its operations and strategy with the ten universally accepted principles in the areas of human rights, labour, environment, and anti-corruption, and to take actions that support broader UN goals, including the Sustainable Development Goals.
We endeavour to broaden and improve upon our disclosure of material ESG issues and we welcome any feedback from our shareholders.
Sandstorm’s CEO, Nolan Watson is a member of the World Economic Forum’s Young Global Leaders (YGL) program. The aim of the YGL program is to help the participants to turn their personal successes into achievements of global significance. Participants are selected from thousands of nominees around the world, all under the age of 40, who have strong track records of accomplishment.
The Stream & Royalty Business Model
Sandstorm Gold provides an alternative source of capital to the mining industry in the form of stream and royalty financing arrangements. In exchange for upfront capital, Sandstorm receives a portion of the future metal or revenue generated from a mining operation but being a financier, the Company does not directly own or operate the projects and has indirect exposure to ESG issues that can arise during the life cycle of a resource project. Sandstorm’s indirect exposure to ESG risk factors is mitigated in part by the Company’s diversified portfolio of over 190 streams and royalties, in which over 20 of which are generating cash flow to the Company. There is no evidence of a statistical relationship or positive correlation between the ESG successes and challenges at the various mining projects within the Company’s portfolio of streams and royalties, indicating a clear diversification benefit to Sandstorm’s portfolio approach.
Sandstorm is committed to furthering sustainable development in the mining and metals industry through its investments and seeks to address ESG risks through the Company’s due diligence process that guides its investment decisions.
Investment Due Diligence
While Sandstorm does not control or influence the operations of any of the properties over which it has a stream or royalty interest, the Company recognizes that its financial investments may contribute to ESG factors. The Company’s strategy to mitigate ESG risks involves a thorough investigation and evaluation of the risk factors related to a mineral property prior to making an investment. Once a Sandstorm investment is made, the Company has no control over the project or the various ESG risks that can be associated with a mine. It is therefore the aim of Sandstorm’s due diligence process to successfully identify projects and companies that will act and operate in a responsible and sustainable manner.
Sandstorm's management team use a multi-disciplinary approach when evaluating potential transactions. In addition to relying on management's expertise, Sandstorm benefits from the experience and expertise of its Board of Directors. Board members are active in the review of potential material investments including participating in due diligence and providing technical, operational, political, financial, environmental, corporate social responsibility, and other expertise, where applicable. The due diligence team consists of professionals with experience and expertise in the fields of geology, mining, metallurgy, engineering, and finance. By conducting a robust and detailed due diligence process, Sandstorm endeavours to invest in projects with relatively low ESG risk. Where appropriate, the due diligence process involves, among other things, thorough desktop studies, the engagement of expert consultants, extensive interviews with the project management team, site visits as well as in depth deliberation. Sandstorm will determine if an investment should be made based on overall criteria, including ESG factors. The overall criteria is reviewed regularly by management and/or the Board of Directors, where applicable. Elements of Sandstorm's due diligence process related to ESG factors include, but are not limited to, the following considerations:
- Geology — Is the mineralisation located in or near an environmentally sensitive or protected area?
- Biodiversity and land use — What is the proposed development footprint and how does that impact the region’s biodiversity? What offsets or mitigation measures are contemplated?
- Metallurgy — What are the risks associated with the process flow sheet including potential discharge and reagent use?
- Emissions and water usage/management — Has the project’s emissions, hydrology and hydrogeology been properly studied and understood? Are there appropriate management/usage plans in place? What is the plan for the discharge of water from the operations?
- Climate change — What are the risk factors associated with climate change for the project, and are there opportunities to reduce the impact? How is the Operator managing climate change risks?
- Tailings management — What are the risk factors associated with the tailings management plan, both during operations and post-closure? What are the tailings impoundments and waste rock storage plans at the project?
- Assessment — Has a proper environmental and social impact assessment been completed?
- Management team — Is the management team and board of directors of good repute and have they shown integrity and competency in their business?
- Community engagement — Has the resource company engaged with the community where the project is located, including indigenous peoples where applicable?
- Community impact — What will the impacts of mining operations and related activities be on surrounding communities?
- Social license — Does the resource company have a social license to explore, develop and mine the property?
- Health and safety record — Has the operation, or previous operations run by the management team in question, had disruptions caused by workplace accidents?
- Workplace standards — What are the workplace standards, protections and policies in place?
- Labour availability — Is there a local workforce available? If not, what are the implications of an outside workforce? Are training programs available for local and indigenous workers?
- Labour management — Has the operation, or previous operations run by the management team in question, had labour related work stoppages (e.g., strikes and lockouts)?
- Child labour — Is child labour being employed?
Sandstorm is firmly opposed to child labour and forced labour practices. The Company’s Code of Business Conduct & Ethics promotes compliance with Canadian governmental laws, rules and regulations which strictly condemn practices that involve child labour and forced labour.
- Compensation — How is the workforce compensated? Are the company, employee, and investor incentives aligned?
- Resettlement — Are there resettlement requirements to develop the project? If so, has the community been dealt with on an open and fair basis with appropriate consultation?
- Deal structure — Can a stream/royalty transaction be structured in such a way as to mitigate some of the potential social risks?
- Political stability — Is the asset located in a politically stable climate? Is the political climate improving or deteriorating?
- Regulatory framework — Is there a developed regulatory framework for mineral exploration and mine development? Are there permitting risks related to the jurisdiction in question?
- Corruption and instability — Has the management team been involved in or been accused of corruption? What is the ethical track record of the company?
- Corporate governance — Does the resource company adhere to corporate governance best practices?
- Accounting — Does the resource company exhibit a high degree of accounting and operational transparency?
We routinely engage third-party experts to assist in its evaluation of new investments, which include external legal counsel (including in the jurisdictions in which a project is located), technical consultants, and governance consultants for the purpose of assessing political, environmental, social, legal, technical and regulatory issues in applicable jurisdictions and the operator’s management of the same.
After making an investment, Sandstorm monitors the ESG performance of its counterparties on an ongoing basis. Sandstorm’s streaming and royalty agreements typically include the following types of provisions for ongoing due diligence and to reduce exposure to ESG risks:
- Audit and inspection rights — Sandstorm may be entitled to audit the books and records of its partners on a periodic basis and may access and inspect the properties compromising the project. These rights provide Sandstorm further insight into the operations and assist in confirming compliance with the terms of the streaming and royalty agreements.
- Reporting obligations — streaming and royalty agreements typically contain a series of reporting obligations including the delivery of month and/or annual reports, updated mine plans, forecasts, and other documentation where applicable, which serve to keep Sandstorm informed of operations.
- Transfer restrictions — Sandstorm’s agreements may have restrictions that either (a) require consent for the operator of the agreement to transfer of a mine project, or (b) otherwise establish the circumstances in which such transfer is permissible. Such constraints are intended to ensure Sandstorm continues to be partnered with a quality operator over the life of the agreement.
- Security — where appropriate, Sandstorm will look to have in place suitable security arrangements, including corporate guarantees and/or other security over the mine project. This security is designed to secure Sandstorm’s investment during the term of the streaming or royalty agreement, to help mitigate the risks of insolvency or bankruptcy of the operator.
In addition to the above, Sandstorm manages ESG risks arising from current streams and royalties by undertaking ongoing due diligence where applicable, which includes but is not limited to, site visits, ongoing dialogue with the operators, and review of the corporate and social responsibility reports that are published by the Company’s partners. We closely monitor and rely on all public disclosures of our Operators.
Sandstorm endorses the ICMM Principals, the IFC Environmental, Health and Safety Guidelines for Mining and the e3Plus Framework for Responsible Exploration.
Third Party Operators
Below, Sandstorm has highlighted selected accomplishments of select operators and have provided links to the various sustainability reports or websites that they produce on a regular basis1. Sandstorm is proud of the accomplishments and the ongoing commitment to responsible production that such operators have demonstrated.
Yamana’s total amount of recycled and reused water was 2.8 times greater than total of water withdrawn, and 75% of water was sourced within their own mines. Fresh water withdrawal decreased by approximately 50% in 2019. For the fifth year in a row, there were no material spills across Yamana’s operations.
Yamana reduced absolute greenhouse gas emissions by 26% in 2019, with 50% of its electricity use coming from renewable sources.
Yamana completed biodiversity risk assessments at all sites in 2019 with no operations at risk of affecting critically endangered species. In 2019, Yamana’s sites have reclaimed more land than newly disturbed.
In 2019, Yamana donated $6.1 million to local communities, while hiring 62.4% of their workforce and conducting 60% of their purchasing from local and regional communities.
Yamana has reduced Total Recordable Incident Rates by 37% and had a 48% reduction in lost-time injuries as compared to five years ago.
38% of Yamana’s board of directors are women, and they have had a 60% increase of women in management since 2017.
Yamana is aligned with the Global Reporting Initiative (GRI), as well as International Cyanide Management Code (ICMC), ISO 14001 Environmental Management Systems, OHSAS 18001 Occupational Health and Safety Management Systems, participates in the World Gold Council’s Conflict-Free Gold Standard, and endorses the Responsible Gold Mining Principles.
Endeavour completed the CDP Climate Change Survey for the first time in 2019 and supports the United Nation’s Sustainable Development Goals.
Endeavour reduced energy consumption by 25% in 2019 and approximately 77% of energy consumed was from renewable sources.
Endeavour reduced Scope 1 and 2 greenhouse gas emissions per ounce of gold produced by 22% in 2019.
In 2019, 95% of Endeavour’s workforce were host country nationals and 11% of technical and supervisory staff were women, an increase of 5%. Endeavour also prioritizes local procurement, spending over $376 million with local and national suppliers.
In 2019, Endeavour had no fatalities at any of their operations, and reduced their Medical Treatment Injury Rate to 0.52 per million man-hours worked in 2019, an improvement of 40%.
Endeavour also has awareness programs to prevent the spread of AIDS and malaria in the community, reducing malaria rates by 5.5% in 2019.
In 2019, Endeavour established an ESG committee that works directly with the Board of Directors to monitor ESG performance and identify areas of improvement. Endeavour also complies with relevant industry standards relating to the management of ESG risks, including the World Gold Council, Carbon Disclosure Project (CDP), Global Reporting Initiative (GRI), and International Finance Corporation’s (IFC) Environmental and Social Performance Standards.
Rio Tinto supports the Paris Agreement to limit global warming to less than 2°C above pre-industrial levels. Rio Tinto has reduced Group GHG emissions by 46% between 2008 and 2019. Furthermore, 75.6% of total energy used by Rio Tinto comes from hydro, wind and solar power.
The standard used by Rio Tinto for tailings management is consistent with the 6 key elements in the International Council of Mining & Metals’ Tailings Governance Framework.
Rio Tinto has partnered with the International Union for Conservation of Nature (IUCN), with input from BirdLife International, Fauna & Flora International, the UN Environment World Conservation Monitoring Center and the ICMM to develop a new standard for biodiversity protection and natural resource management.
In 2019, Rio Tinto had no fatalities at any of their operations, and reduced their All Injury Frequency Rate to 0.42 per 200,000 man-hours worked in 2019, an improvement of 48% over the last 10 years.
In 2019, Rio Tinto contributed US$36M in community investment and was ranked first amongst all extractives companies in the 2019 Corporate Human Rights Benchmark.
Rio Tinto is a founding member of the Extractive Industries Transparency Initiative, which aims to strengthen governance by improving transparency and accountability in the extractive sector.
Rio Tinto has made voluntary commitments to 17 organizations and initiatives, including the OECD Guidelines for Multinational Enterprises, the UN Global Compact and the Voluntary Principles on Security and Human Rights (VPSHR).
All tailings storage facilities operated by First Majestic utilize a dry-stack process, which allow for up to 85% of the water to be recovered.
In 2017, First Majestic reclaimed a total of 5,620 m2 at La Parrilla.
In 2019, First Majestic was awarded a “Clean Industry Certificate” from the Federal Attorney of Environmental Protection in Mexico at two of its sites. This certification recognizes responsible corporate conduct as related to the environment.
First Majestic educates elementary and secondary school-aged students at schools with certified teachers at various mine sites. They also provide scholarships for degrees in earth sciences to applicable mineworkers’ families.
First Majestic offers free medical assistance to select local communities through organized physical and dental health campaigns.
First Majestic has built a 10 km water pipe in San Martin, to assist during drought conditions, and has constructed a water treatment facility in Del Toro, which prevents environmental damage to the nearby town.
In addition to complying with the national laws of its host countries, First Majestic has been awarded with the prestigious Socially Responsible Business Distinction Award by Centro Mexicana para la Filantropia for eleven consecutive years (2008-2019).
Glencore reduced its Scope 1 and Scope 2 carbon emission intensity by 9.7% from 2019 to 2016. In 2020 Glencore also began a project to reduce Scope 3 emissions by 30% by 2035.
At the end of 2019, 80% of Glencore’s sites have implemented water management guidelines. The amount of land disturbed in 2019 also decreased by nearly 50% from 2018.
In 2017, 5 of Glencore’s sites put dust reduction programmes in place, and 19 sites completed air emission reduction programmes. Glencore has developed a Group-wide catastrophic hazard protocol for the management of tailings storage facilities.
Glencore continued to improve upon leading risk indicators, with lost time injury frequency rate and totally recordable injury rate reduced from 2018.
In 2019, 96% of Glencore’s workforce was local to the countries where they operate, and 75% of the procurement of suppliers and contractors were local to countries where they operate.
Glencore spent $90 million on programmes supporting local community development, which has benefitted 3.4 million people.
Glencore works in line with UN Universal Declaration on Human Rights, the UN Guiding Principles on Business and Human Rights, UN Global Compact, International Labour Organization (ILO) Core Conventions and the Voluntary Principles on Security and Human Rights.
Glencore’s sustainability report complies with the core level of the Global Reporting Initiative (GRI) G4 sustainability reporting guidelines and has been externally reviewed and assured by a third party. Glencore also follows the principles of UN Sustainable Development Goals, ICMM, CDP and is a signatory to the United Nations Global Compact.
Lundin Mining decreased total fresh surface water withdrawal 7% compared to 2018.During 2019, Lundin assessed and/or implemented 30 energy- and GHG emission-reduction initiatives.
In Brazil, where the Chapada mine is located, Lundin Mining owns and manages 1,651 hectares of forest reserve as compensation for land used for the mine.
In 2019, 99% of Lundin Mining’s workforce were host country nationals and the company spent approximately $1.63 billion with local and national suppliers, representing 95% of total procurement.
In 2019, Lundin Mining had no fatalities at any of their operations, for the third year in a row.
Lundin Mining made direct community donations of $4.77 million in 2019 and an additional contribution of $2.68 million to the Lundin Foundation, which supports communities impacted by mining operations.
Lundin Mining has made voluntary commitments to the OECD Guidelines for Multinational Enterprises, the UN Global Compact, the Voluntary Principles on Security and Human Rights (VPSHR), and the Carbon Disclosure Project (CDP) Climate Change.
Equinox Gold has almost reclaimed the entire Castle Mountain Mine site since the mine’s shut down, earning numerous reclamation awards in the process.
In 2019, the Equinox Gold formed an Independent Tailings Review Board, an independent board of technical experts with the mandate to further review the design, construction and management practices for the company’s tailings storage facilities.
In 2019, Equinox Gold’s Aurizona, Mesquite and Castle Mountain sites had a combined 3.3 million work hours across all three sites and only experienced two list-time injuries.
99% of Equinox Gold’s workforce at its Brazil and Mexican mines were host country nationals and the company strives to leave a legacy of improved infrastructure and healthier communities.
At the Aurizona mine, Equinox Gold assisted with the installation of a potable water treatment plant in Aurizona Village and offers access to the company’s urgent care and emergency clinic. Equinox Gold has also invested and participated in the Integrated and Sustainable Agroecological Production program, which promotes entrepreneurship and training in new agricultural and fishery opportunities to provide income and revenue alternatives for artisanal miners.
During 2019, Equinox Gold became a signatory to the International Cyanide Management Code, which commits the Company to applying leading practices in the transport and use of cyanide at all of its sites.
Percentage of Total 2019 Mineral Revenue: 74%
1 This information is based on the public disclosure of the Operator and has not been independently verified by Sandstorm.
Sandstorm Gold has policies and programs in place to manage the ESG risk factors that are directly related to the Company. These policies and programs are regularly reviewed by the Company’s Corporate Social Responsibility (“CSR”) Committee, which reports directly to the CEO and CFO. The social policies and programs discussed below are reflective of the Company’s commitment to a high standard of employee management practices including a safe and inclusive workplace, competitive compensation and benefits, training and learning opportunities and channels for employee engagement. Sandstorm also seeks to incorporate industry best practices with regards to governance, is committed to conducting its business with integrity, maintaining high ethical standards and contributing to the community in which it operates.
Sandstorm’s direct environmental impact and carbon footprint is small. The Company operates in an office environment. The Company’s head office is situated in a LEED Gold certified building in Vancouver, British Columbia, Canada. The LEED Canada rating system applies a rigorous internationally-recognized standard measuring and evaluating the effectiveness of a property’s sustainable practices and policies in a range of green categories. LEED addresses whole-building cleaning, general maintenance issues, recycling programs, exterior maintenance and systems upgrade or modernization.
Sandstorm occupies approximately one half of one floor in the Vancouver building. Sandstorm has a very small workforce, with extremely limited impact on the environment. As an office-based company, Sandstorm does not have any Scope 1 emission activities or sources within the company’s operational control to report.
|SCOPE 2 LOCATION-BASED
Metric tonnes CO2E 1
Metric tonnes CO2E 2
1. Information is for year ended December 31, 2019. Total Scope 2 emissions include electricity usage, natural gas, and water usage. All of the Company’s consumed energy comes from Vancouver’s energy grid, of which 90% of generated electricity is sourced from hydropower. Vancouver’s water comes from three local reservoirs. No water is sourced from regions with High or Extremely High Baseline Water Stress. We do not report a Scope 2 market-based figure as Sandstorm has no operations where we are able to access electricity supplier emissions factors or residual emissions factors.
2. Information is for year ended December 31, 2019. Total Scope 3 emissions include activity data from flight, car and bus travel records for Sandstorm’s employees’ business travel.
The Company has a robust composting and recycling program that is utilized by all employees. Sandstorm strives to continue to reduce its direct GHG emissions and has set the target to remain below 500 metric tonnes of CO2E per year. The Company does not have any savings or profits achieved as a result of its energy conservation programs.
Social: Health & Safety and Labour Management
Health & Safety
Sandstorm has 24 full-time employees working in office space located in Vancouver. We have a health and safety policy in place that provides a guiding framework for ensuring a safe workplace for its employees. The aim of the policy is to ensure compliance with legal and regulatory requirements and to minimize exposure to health and safety risks. As Sandstorm’s principal activity is providing financing to other businesses in the mining industry, the Company’s exposure to health and safety risks is limited. Notwithstanding, our team travels extensively to visit mining operations to conduct due diligence and scheduled audits. We have a Health & Safety Policy applying to our company and employees necessitating compliance with applicable legal and regulatory health and safety requirements of the jurisdictions in which we operate and setting out standards for a safe work environment, including a workplace free from injuries and from violence and harassment. Sandstorm’s health and safety performance is reviewed annually by the CEO. Sandstorm has had no workplace injuries, near-miss injuries, no occupational diseases or work-related fatalities since it began operations.
In accordance with the Canadian Charter of Rights and Freedoms, we are supportive of the fundamental freedoms of our employees (and of all individuals), including the freedom of thought, belief, opinion and expression, the freedom of peaceful assembly and the freedom of association. None of our employees are organized by a trade union or labour union and there are no collective bargaining agreements in place in respect of our staff or company. As such there have been no strikes or lock-outs in Sandstorm’s history.
Beyond the confines of our company, our affiliates and our employees, we are opposed to activities which cause, support or benefit unlawful armed conflict or contribute to serious human rights abuses or breaches of international humanitarian law. Such abhorrent activities include forced labour or child labour, and any activity that seriously endangers the health and safety of its workers or the surrounding community.
Workplace Bullying & Harassment
Sandstorm is committed to creating and maintaining a workplace environment that fosters mutual respect, integrity and professional conduct. In keeping with this commitment, the Company has established a Workplace Bullying and Harassment Policy and a set of reporting/investigation procedures for all employees relating to the issue of workplace bullying and harassment. The Company will not tolerate bullying or harassment in the workplace and will make every reasonable effort to prevent and eliminate such conduct.
Sandstorm is committed to creating and maintaining a culture of workplace diversity. In keeping with this commitment, Sandstorm has established a diversity policy. “Diversity” is any dimension that can be used to differentiate groups and people from one another, and it means the respect for and appreciation of the differences in gender, age, ethnic origin, religion, education, sexual orientation, political belief or disability.
Sandstorm recognizes the benefits arising from employee and board diversity, including a broader pool of high-quality employees, improving employee retention, accessing different perspectives and ideas and benefiting from all available talent. The Company respects and values the perspectives, experiences, cultures and differences that employees possess.
As at December 31, 2019, 46% of Sandstorm’s total employees and 29% of the Board of Directors are women.
Compensation and Benefits
Sandstorm offers comprehensive compensation and benefits packages and broad-based professional development and training opportunities for its employees. The following principles guide the Company’s overall compensation philosophy:
- Compensation is determined on an individual basis by the need to attract and retain talented high-achievers;
- Calculating total compensation is set with reference to the market for similar jobs in similar locations;
- An appropriate portion of total compensation is variable and linked to achievements, both individual and corporate;
- Internal equity is maintained such that individuals in similar jobs are treated fairly; and
- The Company supports reasonable expenses in order that employees continuously maintain and enhance their skills.
All Sandstorm employees receive a base salary and are considered for incentive bonus compensation annually, at the board’s discretion. Stock-based compensation, extended health benefits, dental benefits and health and wellness benefits are also provided to all staff. Sandstorm provides a fair living wage to all employees. Professional development and training opportunities that are relevant to an employee’s role are encouraged and are reimbursed by the Company. Sandstorm also encourages its employees to volunteer and support charitable causes. A charitable donation matching program has been instituted for all employees.
Social: Communication & Collaboration
Communication & Collaboration
Sandstorm believes it is important to have regular and constructive engagement directly with our shareholders to allow and encourage shareholders to express their views on governance matters directly to our Board outside of our annual meetings. These discussions are intended to be an interchange of views about governance and disclosure matters that are within the public domain and will not include a discussion of undisclosed material facts or material changes. Our Board continues to develop practices to increase engagement with our shareholders as is appropriate for our shareholder base and size. Our Board recognizes that shareholder engagement is an evolving practice in Canada and globally and we will review our shareholder engagement annually to ensure that we are effective in achieving our objectives.
Our shareholders and other interested parties may communicate with any member of the Board of Directors, including the Chair of the Board, and our independent directors as a group, by contacting our Investor Relations team, at 400 Burrard Street, Suite 1400, Vancouver, BC, Canada V6C 3A6.
Governance: Corruption & Instability
Code of Business Conduct & Ethics
The Sandstorm Code of Business Conduct and Ethics is intended to document the principles of conduct to be followed by Sandstorm employees, officers, directors and contractors. Its purpose is to:
- Promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
- Promote avoidance of conflicts of interest, including disclosure to an appropriate person of any material transaction or relationship that reasonably could be expected to give rise to such a conflict;
- Promote full, fair, accurate, timely and understandable disclosure in reports and documents that Sandstorm files with, or submits to, the securities regulators and in other public communications made by Sandstorm;
- Promote compliance with applicable governmental laws, rules and regulations;
- Promote the prompt internal reporting to an appropriate person of violations of the code;
- Promote accountability for adherence to the code;
- Provide guidance to employees, officers and directors to help them recognize and deal with ethical issues;
- Provide mechanisms to report unethical conduct; and
- Help foster Sandstorm’s culture of honesty and accountability.
Sandstorm expects its employees, officers, directors and contractors to promote honest and ethical behavior, to avoid conflicts of interest, to comply with governmental laws and applicable rules and regulations, and to help foster the Company’s culture of honesty and accountability. To this end, Sandstorm has outlined a comprehensive bribery and fraud prevention program which covers topic areas such as bribery, fraud, conflict of interest, administrative corruption, facilitation payments, breach of duty, misuse of authority and criminal activity. All employees, officers, directors and contractors are required to read and sign the policy in order to evidence that they understand and agree to conduct their work in accordance with the terms of the policy.
The Company’s whistleblower policy allows for the anonymous submission of any concerns regarding questionable accounting or auditing matters or violations of the Company’s Code of Business Conduct and Ethics. Employees may submit concerns directly to the audit committee using either the whistleblower hotline (a confidential, anonymous and toll-free telephone line available 24 hours a day, 7 days a week) or via mail or email. The audit committee reviews and investigates each complaint and takes appropriate corrective actions. To date, there have been no complaints received through the Whistleblower hotline.
Sandstorm has implemented committees, policies and programs in keeping with corporate governance best practices. An overview of the Company's corporate governance framework is outlined below.
Audit Committee Charter
The primary function of the audit committee is to assist the board of directors in fulfilling its financial oversight responsibilities by reviewing the financial reports and other financial information provided by Sandstorm to regulatory authorities and shareholders. The audit committee also oversees the Company’s systems of internal controls regarding finance and accounting, and the Company’s auditing, accounting and financial reporting processes. Consistent with this function, the audit committee will encourage continuous improvement of, and should foster adherence to, governance best practices.
Corporate Governance and Nominating Committee
The corporate governance and nominating committee is in place to provide a focus on governance that will enhance Sandstorm Gold’s performance, to assess and make recommendations regarding the board of directors effectiveness and to establish and lead the process for identifying, recruiting, appointing, re-appointing and providing ongoing development for directors.
A compensation committee has been established by the board of directors of Sandstorm to assist the board with ensuring that the Company has a compensation plan that is both motivational and competitive for executive officers and other members of senior management so that it will attract, hold and inspire performance of executive management of a quality and nature that will enhance the sustainable profitability and growth of the Company.
The communications and corporate disclosure policy is intended to assist Sandstorm in fulfilling its obligations to ensure that all information relevant and material to the Company’s shareholders and the market is disclosed in a timely manner.
Canadian and United States securities laws prohibit “insider trading” and impose restrictions on trading in securities while in possession of material undisclosed information. The rules and procedures outlined in the Company’s stock trading policy have been implemented in order to prevent improper trading in the securities of Sandstorm or of companies with which the Company has a significant business relationship or with which the Company is proposing to enter into a business transaction.
The board of directors of Sandstorm believes that it is in the best interest of the Company and its shareholders to align the financial interests of Sandstorm’s executives and non-employee members of the board with those of the Company’s shareholders. In this regard, the corporate governance & nominating committee of the board has recommended, and the board has adopted, guidelines for minimum stock ownership.
The board of directors of Sandstorm has adopted a clawback policy in order to maintain a culture of focused, diligent and responsible management which discourages conduct detrimental to the growth of the Company and to ensure that incentive-based compensation paid by the Company is based upon accurate financial data. The clawback policy applies in the event of a material restatement of the Company’s financial results as a result of material non-compliance with financial reporting requirements.
The objective of the anti-hedging policy is to prohibit those subject to it from directly or indirectly engaging in hedging against future declines in the market value of any securities of the Company through the purchase of financial instruments designed to offset such risk. The board of directors of Sandstorm believes that it is inappropriate for directors, officers or employees of the Company or its respective subsidiary entities or, to the extent practicable, any other person (or their associates) in a special relationship with the Company, to hedge or monetize transactions to lock in the value of holdings in the securities of the Company. Such transactions, while allowing the holder to own the Company’s securities without the full risks and rewards of ownership, potentially separate the holder’s interests from those of other stakeholders and, particularly in the case of equity securities, from the public shareholders of the Company.
NYSE Statement of our Governance Practices
Sandstorm is in compliance with applicable Canadian and U.S. corporate governance rules, regulations, and policies. Although not required to do so, Sandstorm has voluntarily adopted and is in substantial compliance with many of the provisions of the NYSE Governance Rules that are not mandatory for foreign private issuers, except as detailed in the Statement of our Governance Practices below.
Majority Voting Policy
The board of directors of Sandstorm has adopted a majority voting policy to improve corporate governance standards and to enhance transparency and improve the governance dialogue between issuers, security holders, and other stakeholders.
Advance Notice Policy
The board of directors, with approval by shareholders, has adopted an advance notice policy to provide shareholders with a clear framework for nominating directors of the Company (approved by shareholders on June 15, 2018).
The board of directors of Sandstorm has developed a written role statement for the chief executive officer and the non-executive chairman of the board.