Constating Documents and By-Laws
Advance Notice Provisions of By-Laws
Mountain Province’s By-Laws require director nominees to provide advance notice to the Company of their proposed nomination for election to the Board of Directors. To view the Advance Notice By-Law, click here.
Majority Voting Policy
Mountain Province has a Majority Voting Policy, in compliance with the rules of the TSX. To view the Majority Voting Policy, click here.
High Standards of Corporate Governance
Mountain Province is strongly committed to the highest standards of ethics and governance. The Company adheres to corporate governance best practices introduced by the Canadian Securities Administrators in National Policy 58-201 and adopted by the Toronto Stock Exchange (TSX). Mountain Province also reviews and revises its best practices on a regular basis. This ensures the Company continues to be up-to-date on market regulation and investor expectations.
Mountain Province has three board committees. These committees act independently of management and have wide ranging responsibilities. The committees are:
- Audit Committee
- Compensation Committee
- Corporate Governance Committee
This committee meets with independent auditors to review financial reporting, internal accounting, financial controls and audit procedures. The committee also reviews the Company’s annual report, financial statements and other regulatory documents for public distribution. The Chair of the Audit Committee is David Whittle. To view the mandate of the Audit Committee, click here.
This committee meets with the Company’s President to review the compensation of executives and make recommendations to the Board. The Chair of the Compensation Committee is Carl Verley. To view the mandate of the Compensation Committee, click here.
Corporate Governance Committee
The committee is responsible for developing the Company’s approach to corporate governance. This includes the mandate, size and composition of the board and committees. The committee also assesses the effectiveness of the Board, its members and the role of all three committees. To view the mandate of the Corporate Governance Committee, click here.
Business Conduct Policy
Mountain Province has a Business Conduct Policy to ensure that directors, officers, employees and consultants of the Company conduct themselves ethically at all times. To view the Business Conduct Policy, click here.
As a public company, the integrity, transparency and accountability of the financial, administrative and management practices of Mountain Province Diamonds Inc. is critical. This guides the decisions of the board of directors of the Company and is relied upon by shareholders of the Company and the financial markets. For these reasons, it is critical for the Company and its subsidiaries to maintain a workplace where concerns regarding questionable business practices can be raised without fear of any discrimination, retaliation or harassment. To this end, Mountain Province implemented a Whistleblower Policy, click here.
Extractive Sector Transparency Measures Act
For the fiscal years ended December 31, 2017 and 2016, the Company did not have any direct reportable payments of $100,000 or more to any levels of Government in Canada and abroad as defined under the Extractive Sector Transparency Measures Act. Any reportable payments made through the Joint Venture of the Gahcho Kué Diamond Mine have been reported by the Operator.