Governance

The Company’s Board of Directors and Management are committed to the effective delivery of Mandalay strategy, and the integrity of the Company’s internal control processes. It is also committed to providing the Company’s shareholders with accurate and timely information about how the Company is performing. The Company and its Board act in accordance with all applicable Canadian Securities Laws and the laws of the jurisdictions in which it operates.

Company Code of Business Conduct and Ethics
The Company has a Code of Business Conduct and Ethics (“Code”) by which all personnel of Mandalay must abide in making decisions regarding the affairs of the Company (including its subsidiaries). The Code states basic principles that guide the affairs of the Company.

To read the full Mandalay Code of Business Conduct and Ethics, click here. To view the Spanish translation of the Code, click here. To view the Swedish translation of the Policy, click here.

Click here to view Mandalay’s Whistleblower Policy.

Board of Directors
The Board of Directors is elected by the Company’s shareholders to supervise the management of the business and affairs of the Company and act in the best interests of the Company and its shareholders.

For the complete Charter of the Board of Directors, please click here.

Board Committees
Mandalay’s Board of Directors has established the following committees to ensure effective guidance and controls over the Company.

Audit Committee:
The purpose of the Audit Committee is to ensure that Management of the Company has in place an effective system of internal financial controls for reviewing and reporting on the Company’s financial statements; to monitor the independence and performance of the Company’s external auditor; to oversee the integrity of the Company’s financial disclosure and reporting; to monitor Management’s compliance with legal and regulatory requirements; and to report on the Committee’s activities on a regular and timely basis to the Board of Directors.

Please click here to view the Audit Committee Charter.

Compensation, Corporate Governance and Nominating Committee:
The purpose of the Compensation, Corporate Governance and Nominating Committee is to assist the Board of Directors with compensation, corporate governance and nominating matters with responsibilities relating to recruitment, development, evaluation, compensation and retention of senior management, Board Members and directors.

To view the complete Compensation, Corporate Governance and Nominating Committee Charter, click here.

Safety, Health and Environmental Committee:
The Safety, Health and Environmental Committee is appointed by the Board of Directors to discharge the Board of Directors’ responsibilities relating to compliance with applicable environmental, health and safety legislation, rules and regulations in the jurisdictions in which the Company operates.  The purpose of the Safety, Health and Environmental Committee is to assist the Board of Directors in management of Company policies, programs and systems relating to environmental, health and safety issues.  They will work with management to develop appropriate safety, health and environmental performance and metrics.  Please click here to read the complete Safety, Health and Environmental Committee Charter.

Timely Disclosure, Confidentiality and Insider Trading Policy
The Company maintains a policy of responsible and continuous disclosure, where such disclosure of information could have a material impact on the Company’s share price.  Securities legislation, rules and regulations impose various requirements on the Company as well as its directors, officers and employees of the Company and its subsidiaries (the “Mandalay Group”) and other persons in similar relationships with the Mandalay Group (collectively, “Mandalay Personnel”) that are intended to ensure that:

To view the complete Timely Disclosure, Confidentiality and Insider Trading Policy, click here. To view the Spanish translation of the Policy, click here. To view the Swedish translation, of the Policy, click here.

Material information is released to the market as soon as possible, disseminated via various information and media distribution platforms, and made available on the Company’s website and under the Company’s profile at www.sedar.com
 
Non-Discrimination and Harassment Policy
The purpose of the Policy is to ensure that employees are not subjected to discrimination, workplace harassment or bullying. Mandalay Resources is committed to providing a safe work environment for its environment which is safe for employees and is conducive to good workplace relations.  Mandalay is committed to equal employment opportunity, fair treatment and non-discrimination for all existing and future employees.  This policy is aimed at ensuring that employees are not subjected to workplace harassment or bullying.

To read the complete Non-Discrimination and Harassment Policy, please click here. To view the Spanish translation of the Policy, click here. To view the Swedish translation of the policy, click here.