Governance and CSR Management

ETHICAL CONDUCT

Bisha-BookThe Nevsun Code of Ethics defines our commitments to ethics and sustainability in our social and environmental business practices. The Code has been adopted by our Board of Directors. It applies to all employees, contractors, officers and directors of Nevsun and each of its subsidiaries.

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. The Code of Ethics was last revised and updated in April 2015. It is available on the Nevsun website.

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. For details on the Whistleblower Policy, see the BMSC Employee Handbook or the Nevsun website.

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

VISIONS & VALUES

Our vision is to maximize long-term community benefits and shareholder value through the responsible development of mineral resources. To accomplish this vision, Nevsun endorses and promotes these value statements:

icon--safetySAFETY

We adhere to high safety standards and procedures and protocol for our employees, contractors, subcontractors, communities and partners. We continually seek better ways to enhance safety culture and continually strive to a target of zero accidents and incidents.

 

 

icon--rightsHUMAN RIGHTS

We believe in treating everyone equally, with dignity and respect. We support inclusiveness and diversity of opinions in the decision-making process.

 

 

icon--integrityINTEGRITY

We believe that maintaining our social license is entirely dependent on our ability to cultivate mutual respect, through honesty and accountability in our interactions with our diverse stakeholders in the communities in which we operate.

 

 

icon--valueCREATING SHAREHOLDER VALUE

To maximize shareholder investment returns, we focus on cost-effective operational governance, and excellence in financial management.

 

 

icon--enviromentSUPPORTING THE ENVIRONMENT

We are committed to the mitigation and remediation of all environmental impacts throughout the lifecycle of our activities, from construction, through operation, and eventual closure. We undertake numerous studies and action plans throughout the project cycle to ensure the protection of the diverse biological ecosystems wherever we operate.

 

 

icon--communitySUPPORTING OUR COMMUNITIES

We strive to make a positive long-term sustainable impact in the communities in which we operate. This includes providing local opportunities for employment, training and advancement, and supporting community development projects.

GOVERNANCE STRUCTURE

The Board is responsible for oversight into 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 enterprise, provides direction and oversight, approves strategic plans presented by senior management, and evaluates the performance of senior management.

In 2015, the Nevsun Board was composed of six members, five of whom were independent, non-executive directors, including the Chairman of the Board.

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] Litigation Committee.

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 that are used in consideration of 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, 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, and various other factors. 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.

The Corporate Governance and Nominations Committee made recommendations to the Board for consideration regarding a gender diversity policy in 2015. The Board subsequently passed this policy on December 10, 2015.