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HSEC Governance

THE BOARD OF DIRECTORS

The ESG Committee of the board of directors

The ESG Committee of the Aya Board provides oversight of health, safety, environment, community, tailings, human rights, climate change, GHG emissions and water-related issues and risks, all of which align with our broader sustainability strategy. On behalf of the Board, this committee reviews quarterly updates on all ESG- and climate-related issues, risks, targets and strategy; approves annual targets, reviews global sustainability strategy progress and outcomes, reduction pathways and scenarios as well as investor inquiries related to climate and SASB/TCFD climate approaches.

EXECUTIVE COMMITTEE

Executive-level accountability is imperative to successfully develop and implement strategy, risk management processes and improve performance at both the corporate and site levels. The Executive Committee applies risk and opportunity management guidelines that are based on industry standards, a semi-quantitative approach to assessing risk that incorporates the use of the two-dimensional evaluation of likelihood and consequence.

 

Responsibility of the CEO

As such, the CEO of Aya Gold & Silver Inc. takes ultimate responsibility for overseeing all aspects regarding health, safety, environment, community, tailings, human rights, climate change, GHG emissions and water-related issues. This includes:

  • Providing quarterly and ad hoc updates to the ESG Committee of the Board of Directors
  • Establishing Aya’s mission and values
  • Defining ESG-related KPIs for senior management and their communication to the compensation committee

The President-Managing Director, Morocco has primary executive leadership responsibility for health, safety, environment, community, tailings, human rights, climate change, GHG emissions and water-related issues, targets, strategies and performance, for all operations in Morocco. This includes:

  • Promoting dialogue on Aya’s mission and values internally and with our stakeholders and ensuring the widest adoption and implementation
  • Managing permits and a wide range of environmental aspects to ensure regulatory compliance

The Chief Financial Officer:

  • Coordinates issues related to assessment of climate risks and opportunities
  • Documents the financial impact of identified ESG risk

 

The Vice-President, Operations:

  • Promotes dialogue on Aya’s mission and values and ensures their widest adoption and implementation
  • Oversees new developments or modifications to corporate standards
  • Coordinates the implementation of energy-efficient technologies at operations, the accounting and monitoring of operations’ carbon footprint and environmental impact
  • Sets targets and is responsible for HSEC performance together with HSEC departments on site
  • Defines operational policies and strategies, including corporate tailings strategy and management systems incorporating the GISTM
  • Provides corporate support to HSEC teams on an operational level
  • Acting as the Accountable Executive for GISTM

 

The Chief Legal & Sustainability Officer:

  • Acts as liaison between the ESG Committee and the Executive Committee
  • Engages with various internal stakeholders to ensure translation of corporate objectives and actions are in compliance with laws and standards
  • Coordinates to ensure public disclosure of various ESG objectives, measures and actions are in compliance with the Corporation’s disclosure obligations

 

The Vice-President, Investor Relations:

  • Provides feedback from investors’ perceptions on ESG risks and opportunities
  • Relays the Corporation’s strategy and ESG mission and values to investors

CORPORATE

At a corporate level, we have a dedicated team that encompasses all responsibilities related to the Corporation’s sustainability strategy. Our corporate team is made up of the HSEC Manager, ZMSM’s Chief of Operational Health & Safety, the Director of Technical Services, and the Special Projects Manager.

 

The corporate HSEC Manager coordinates sustainability initiatives and activities to ensure transparency and long-term value for investors and other stakeholders. He is specifically responsible for:

  • Establishing the company-wide ESG strategy, developing policies and standards, and program design, in collaboration with operations and senior management
  • Implementing targets and strategy to realize targets set by senior management
  • Implementing the requirements and monitoring compliance to lenders’ Environmental and Social Action Plans (ESAP) and investors’ ESG expectations
  • Progress tracking and ESG reporting (engagement with rating agencies, TCFD, GRI & SASB reporting)
  • Conducting company-wide data analysis and reporting and providing support to sites
  • Providing oversight of site plans and activities
  • Receiving regular updates on key performance indicators, risks and action plans from operations personnel
  • Communicating performance to the Executive Committee, and the ESG Committee of the Board of Directors

 

ZMSM’s Chief of Operational Health & Safety has the double responsibility of providing H&S oversight on site and counseling at the corporate level where he is responsible for:

  • Implementing H&S targets and strategy to achieve targets set by the ESG Committee or the Executive Committee
  • Communicating Health & Safety performance to the Executive Committee
  • Providing input for areas targeted for improvement

 

The Director of Technical Services is responsible for:

  • Providing oversight of site tailings performance
  • Planning, compliance and monitoring for mine closure and reclamation

OPERATIONS

Our operational level teams comprise dedicated and experienced HSEC professionals who are responsible for the implementation of the requirements of the HSEC Management Framework. Teams include individuals who are trained on each functional aspect of HSEC (health, safety and environmental professionals, security experts, community relations experts).

 

These teams manage and oversee the day-to-day aspects of operations, including:

  • Implementing HSEC strategies and policies
  • Monitoring HSEC KPIs
  • Helping build our desired workplace safety culture
  • Incorporating best practices for risk management
  • Overseeing implementation of controls for critical workplace hazards
  • Assisting with HSEC incident investigations and implementation of corrective actions
  • Engaging communities in program planning
  • Collaborating across departments, where appropriate
  • Continuously communicating with the Managing Director and corporate team.

THE BOARD OF DIRECTORS

The ESG Committee of the board of directors

The ESG Committee of the Aya Board provides oversight of health, safety, environment, community, tailings, human rights, climate change, GHG emissions and water-related issues and risks, all of which align with our broader sustainability strategy. On behalf of the Board, this committee reviews quarterly updates on all ESG- and climate-related issues, risks, targets and strategy; approves annual targets, reviews global sustainability strategy progress and outcomes, reduction pathways and scenarios as well as investor inquiries related to climate and SASB/TCFD climate approaches.

EXECUTIVE COMMITTEE

Executive-level accountability is imperative to successfully develop and implement strategy, risk management processes and improve performance at both the corporate and site levels. The Executive Committee applies risk and opportunity management guidelines that are based on industry standards, a semi-quantitative approach to assessing risk that incorporates the use of the two-dimensional evaluation of likelihood and consequence.

 

Responsibility of the CEO

As such, the CEO of Aya Gold & Silver Inc. takes ultimate responsibility for overseeing all aspects regarding health, safety, environment, community, tailings, human rights, climate change, GHG emissions and water-related issues. This includes:

  • Providing quarterly and ad hoc updates to the ESG Committee of the Board of Directors
  • Establishing Aya’s mission and values
  • Defining ESG-related KPIs for senior management and their communication to the compensation committee

The President-Managing Director, Morocco has primary executive leadership responsibility for health, safety, environment, community, tailings, human rights, climate change, GHG emissions and water-related issues, targets, strategies and performance, for all operations in Morocco. This includes:

  • Promoting dialogue on Aya’s mission and values internally and with our stakeholders and ensuring the widest adoption and implementation
  • Managing permits and a wide range of environmental aspects to ensure regulatory compliance

The Chief Financial Officer:

  • Coordinates issues related to assessment of climate risks and opportunities
  • Documents the financial impact of identified ESG risk

 

The Vice-President, Operations:

  • Promotes dialogue on Aya’s mission and values and ensures their widest adoption and implementation
  • Oversees new developments or modifications to corporate standards
  • Coordinates the implementation of energy-efficient technologies at operations, the accounting and monitoring of operations’ carbon footprint and environmental impact
  • Sets targets and is responsible for HSEC performance together with HSEC departments on site
  • Defines operational policies and strategies, including corporate tailings strategy and management systems incorporating the GISTM
  • Provides corporate support to HSEC teams on an operational level
  • Acting as the Accountable Executive for GISTM

 

The Chief Legal & Sustainability Officer:

  • Acts as liaison between the ESG Committee and the Executive Committee
  • Engages with various internal stakeholders to ensure translation of corporate objectives and actions are in compliance with laws and standards
  • Coordinates to ensure public disclosure of various ESG objectives, measures and actions are in compliance with the Corporation’s disclosure obligations

 

The Vice-President, Investor Relations:

  • Provides feedback from investors’ perceptions on ESG risks and opportunities
  • Relays the Corporation’s strategy and ESG mission and values to investors

CORPORATE

At a corporate level, we have a dedicated team that encompasses all responsibilities related to the Corporation’s sustainability strategy. Our corporate team is made up of the HSEC Manager, ZMSM’s Chief of Operational Health & Safety, the Director of Technical Services, and the Special Projects Manager.

 

The corporate HSEC Manager coordinates sustainability initiatives and activities to ensure transparency and long-term value for investors and other stakeholders. He is specifically responsible for:

  • Establishing the company-wide ESG strategy, developing policies and standards, and program design, in collaboration with operations and senior management
  • Implementing targets and strategy to realize targets set by senior management
  • Implementing the requirements and monitoring compliance to lenders’ Environmental and Social Action Plans (ESAP) and investors’ ESG expectations
  • Progress tracking and ESG reporting (engagement with rating agencies, TCFD, GRI & SASB reporting)
  • Conducting company-wide data analysis and reporting and providing support to sites
  • Providing oversight of site plans and activities
  • Receiving regular updates on key performance indicators, risks and action plans from operations personnel
  • Communicating performance to the Executive Committee, and the ESG Committee of the Board of Directors

 

ZMSM’s Chief of Operational Health & Safety has the double responsibility of providing H&S oversight on site and counseling at the corporate level where he is responsible for:

  • Implementing H&S targets and strategy to achieve targets set by the ESG Committee or the Executive Committee
  • Communicating Health & Safety performance to the Executive Committee
  • Providing input for areas targeted for improvement

 

The Director of Technical Services is responsible for:

  • Providing oversight of site tailings performance
  • Planning, compliance and monitoring for mine closure and reclamation

OPERATIONS

Our operational level teams comprise dedicated and experienced HSEC professionals who are responsible for the implementation of the requirements of the HSEC Management Framework. Teams include individuals who are trained on each functional aspect of HSEC (health, safety and environmental professionals, security experts, community relations experts).

 

These teams manage and oversee the day-to-day aspects of operations, including:

  • Implementing HSEC strategies and policies
  • Monitoring HSEC KPIs
  • Helping build our desired workplace safety culture
  • Incorporating best practices for risk management
  • Overseeing implementation of controls for critical workplace hazards
  • Assisting with HSEC incident investigations and implementation of corrective actions
  • Engaging communities in program planning
  • Collaborating across departments, where appropriate
  • Continuously communicating with the Managing Director and corporate team.

Policies and
Standards

We ensure our operations, as well as corporate and regional offices, operate to the highest degree of business ethics through the use of extensive internal policies and training. We have many internal policies and standards covering a broad range of functional areas and topics that can be accessed at any time by all employees through Aya’s servers and website. The ESG-related policies are identified below. All employees are trained on these policies, with refresher training required regularly. These policies dictate appropriate conduct for a variety of situations and cover all employees. Policies identified below are publicly available on the Corporate Governance page.

 

 

Code of Ethics and Business Conduct

This Code reflects our commitment to a culture of integrity, excellence, teamwork and accountability and outlines the basic principles and policies with which everyone at the Corporation is expected to comply.

 

International business conduct policy

This Business Conduct policy sets forth principles and procedures designed to ensure that Aya and its subsidiaries comply with the requirements of various national laws prohibiting corruption and bribery, including the Canadian Corruption of Foreign Public Officials Act, as well as other guidelines and standards that comprise best business practices.

 

Whistle-blowing policy

The objective of this policy is to encourage the reporting of breaches of the code, any other of the Corporation’s policies, any violation of law or other corporate misconduct or any accounting, internal accounting controls or auditing matters and to ensure that the mechanisms put in place to document, address, follow-up and report on all complaints received from reporters through the whistle-blower mechanism (whistle-blowers) or other sources (Internet and telephone), is dealt with in a timely and effective manner.

 

HSEC policy

The health and safety, environment, and community policy establishes Aya’s engagement to the health and safety of our workers, the environment, and local communities. It is applicable to all aspects of exploration, project development, mining, and closure and rehabilitation of mine sites..

External Standards
and Certifications

Together with our management approaches, we also maintain a number of external commitments and certifications. The landscape of external standards and certifications is continuously evolving; our approach to select the standards we will incorporate into our management systems and apply at our sites consists of understanding the value of each standard in terms of improving our performance, managing risks and understanding stakeholder needs.

 

Extractive Sector Transparency Measures Act

Aya Gold & Silver is compliant with the Extractive Sector Transparency Measures Act (ESTMA). This report is generated annually and submitted to the Government of Canada. This Act is an equivalent level of reporting to the Extractive Industries Transparency Initiative (EITI) standard and seeks to increase transparency by ensuring companies report annually on payments to all levels of government. The ESTMA helps the Government of Canada deter corruption in the extractive sector. Under the ESTMA, extractive entities that are active in Canada must publicly disclose, on an annual basis, certain types of payments made to governments in Canada and abroad. More information regarding ESTMA and its equivalency to EITI is available on the EITI website at https://eiti.org/supporter/canada. All of Aya’s annual ESTMA reports are available on the company’s Corporate Governance page.

 

Alignment with other principles

In addition to our formally stated commitments and certifications, we align our operational management systems with the standards listed below. Aya has been reporting against the standards developed by the Global Reporting Initiative (GRI) since 2020.

  • ISO 14001 and 45001 international standards
  • ILO Conventions, including C169
  • The Universal Declaration of Human Rights
  • United Nations Guiding Principles on Business and Human Rights
  • The Voluntary Principles on Security and Human Rights
  • International Finance Corporation’s Environmental and Social Performance Standards
  • The EBRD’s Environmental and Social Policy
  • Task Force on Climate-Related Financial Disclosures
  • International Council on Mining and Metals