Governance and CSR Management

Our vision is to maximize long-term community benefits and shareholder value through the responsible development of mineral resources.

Ethical Conduct

Our Code of Ethics is adopted by our Board of Directors and defines our commitments to
ethics and sustainability in our social and environmental business practices. It applies to all employees, contractors, officers and directors of the Company.

The purpose of the Code is to promote honest and ethical conduct, with full, fair, accurate, timely and understandable disclosure. To ensure and monitor compliance with all applicable rules and regulations, each employee receives a copy of the Code, and is required to sign an acknowledgment of understanding and receipt during their induction training.  The Code of Ethics includes provisions for addressing ethical conduct, conflicts of interest, compliance and disclosure obligations, financial reporting, accountability, violations of the Code, bribery and corruption, health, safety, environment, and human rights.

Whistleblower Policy

Our Whistleblower Policy allows anyone—employees, officers, directors, contractors, and subcontractors—to raise concerns regarding the Company’s accounting, internal accounting controls, auditing matters or violations or suspected violations of its Code of Ethics without fear of harassment, retaliation, or adverse employment consequences.

Whistleblower reports may be directed to the Chairman of the Audit Committee, or to a confidential and anonymous hotline. The hotline service is available 24/7, and is independent and externally managed. The Whistleblower Policy is available on the Nevsun website and is also contained within the BMSC Employee Handbook and the Rakita Employee Manual , and posters and business cards in local languages are provided to each subsidiary employee.

In addition to the Code of Ethics and Whistleblower Policy, BMSC in Eritrea adheres to numerous site-level policies in environmental management, health and safety, employee relations, and social responsibility.

Governance Structure

The Nevsun Board is responsible for oversight of the conduct of the Company’s management. Their fundamental objectives are to oversee the Company’s strategic direction, to enhance long-term shareholder value, and to ensure the Company operates in a safe and reliable manner while meeting its obligations on an ongoing basis. The Board is accountable to, and considers the legitimate interests of our shareholders, and other stakeholders such as government authorities, employees, contractors, customers, communities, and the public. The Board, through the Chief Executive Officer, sets the standards of conduct throughout the business enterprise, provides direction and leadership, approves strategic plans presented by senior management, and evaluates the performance of senior management.

In 2016, the Nevsun Board was composed of eight male members, seven of whom were independent, non-executive directors. Our Board members have held senior leadership positions in the mining, accounting, engineering or legal professions, and have a breadth of experience and familiarity with the challenges related to mining and operating in geographically diverse jurisdictions, and in doing business in developing countries.

The Nevsun Board has six committees (the “Board Committees”), including the [1] Audit Committee, [2] Corporate Governance and Nominating Committee, [3] Human Resources Committee, [4] Social, Environmental, Health and Safety Committee, [5] Special Committee, and [6] Project Committee.

Nevsun has had a Diversity Policy in place since 2015.  The Company understands the benefits of a diversified workforce, including promoting the level of female representation and other types of diversity, and diversity is one of many factors taken into consideration with new hires and promotions. In identifying and considering potential candidates for executive appointments, the Board also considers factors such as years of service, regional background, merit, as well as position-specific experience and qualifications.

In addition, the relative diversity of the Company’s executive team is also driven by other factors, many of which are outside of the control of the Company, including the level of staff turnover, the candidates that are available with the necessary skills and experiences required to satisfy the Company’s needs and requirements for the position when hiring and promotion opportunities arise. Accordingly, the Board does not set specific gender representation targets when identifying potential candidates to executive officer positions, but does consider diversity, and where possible seeks to ensure a representative list of women is included among the group of prospective candidates for executive positions.

In 2016, the Board commenced a renewal process which has resulted in replacing three long-standing directors during early 2017, including the addition of a female director.