Our Governance

Lewis & Co Mining Corporation is committed to upholding the highest standards of corporate governance, ensuring that its business operations are conducted with integrity, transparency, and accountability. The company’s governance framework is designed to align the interests of the Board, management, shareholders, and other stakeholders, fostering a culture of ethical conduct and responsible decision-making.

Board of Directors

The Board of Directors at Lewis & Co Mining Corporation plays a pivotal role in guiding the company’s strategic direction, overseeing management, and ensuring accountability to shareholders. The Board is composed of both executive and non-executive directors, bringing together a diverse set of skills, expertise, and perspectives essential for effective leadership and oversight.
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Board Structure
Board Structure
The Board includes a balanced mix of executive directors, who are involved in the day-to-day management of the company, and non-executive directors, who provide independent oversight and challenge the executive team. This structure ensures a robust governance system, where the interests of all stakeholders are considered in decision-making processes.
Roles and Responsibilities
Roles and Responsibilities
The Board is responsible for setting the company’s strategic objectives, approving major investments and capital expenditures, and monitoring the implementation of strategy. The Board also oversees risk management practices, ensuring that appropriate systems are in place to identify, assess, and manage risks effectively.
Independent Oversight
Independent Oversight
The presence of independent non-executive directors is crucial for maintaining an objective perspective on the Board. These directors are chosen for their industry expertise, experience in governance, and ability to provide impartial judgment. Their role is to oversee the performance of executive management and safeguard the interests of shareholders.

Audit Committee

  • Role and Function

    The Audit Committee is responsible for overseeing the company’s financial reporting processes, internal controls, and audit functions. The committee ensures the integrity and accuracy of financial statements, compliance with legal and regulatory requirements, and the effectiveness of internal audit procedures.

  • Financial Oversight

    It reviews and monitors the company’s financial policies, accounting practices, and reporting mechanisms. The committee works closely with external auditors to review audit findings and ensure that any issues are addressed promptly.

Remuneration Committee

  • Role and Function

    The Remuneration Committee is tasked with developing and overseeing the implementation of the company’s remuneration policies for directors and senior management. The committee ensures that compensation packages are competitive, performance-based, and aligned with the long-term interests of shareholders.

  • Executive Compensation

    The committee reviews and approves salary levels, bonuses, and other forms of remuneration, including long-term incentive plans. It ensures that executive compensation reflects the company’s performance and encourages behaviors that support sustainable growth and value creation.

  • Performance Evaluation

    The committee conducts annual evaluations of the executive team’s performance, ensuring that remuneration outcomes are directly linked to the achievement of strategic objectives and the enhancement of shareholder value.

Nomination Committee

  • Role and Function

    The Nomination Committee is responsible for identifying and recommending suitable candidates for Board appointments. The committee ensures that the Board has the right balance of skills, experience, and diversity to provide effective leadership.

  • Succession Planning

    It oversees the development of succession plans for key positions within the company, ensuring continuity of leadership and the availability of qualified candidates for future roles.

Sustainability and Ethics Committee

  • Role and Function

    The Sustainability and Ethics Committee focuses on environmental, social, and governance (ESG) issues. The committee ensures that Lewis & Co operates sustainably, upholding ethical standards and making positive contributions to the communities in which it operates.

  • ESG Oversight

    The committee monitors the company’s sustainability initiatives, ethical practices, and corporate social responsibility (CSR) programs. It ensures that the company’s operations are conducted in a manner that is environmentally responsible and socially beneficial.

Board Committees

To enhance its effectiveness and ensure thorough oversight, the Board has established several specialized committees. Each committee operates under clearly defined terms of reference and reports directly to the Board. The committees are responsible for specific areas of governance, allowing the Board to focus on strategic issues while ensuring detailed oversight of critical functions.

Policy on Executive Directors

Lewis & Co Mining Corporation has established a clear policy regarding the role and responsibilities of executive directors. Executive directors are responsible for the day-to-day management of the company and the implementation of the Board’s strategic decisions. They are expected to operate with integrity, demonstrate leadership, and foster a culture of transparency and accountability.

  • Performance Expectations

    Executive directors are held to high performance standards, with their effectiveness regularly reviewed by the Board. They are expected to deliver on strategic objectives, manage risks effectively, and drive the company’s growth and profitability.

  • Conflicts of Interest

    The company has a strict policy to manage conflicts of interest, ensuring that executive directors act in the best interests of the company and its shareholders. Directors are required to disclose any potential conflicts and recuse themselves from decisions where a conflict exists.

Governance Policies

Lewis & Co Mining Corporation has implemented a comprehensive set of governance policies to ensure that the company operates with integrity and in compliance with legal and regulatory requirements. These policies include:

  • Code of Conduct

    This code sets out the ethical standards and expectations for all employees, directors, and contractors. It promotes a culture of honesty, integrity, and respect, guiding behavior and decision-making across the organization.

  • Anti-Bribery and Corruption Policy

    The company adopts a zero-tolerance approach to bribery and corruption. This policy outlines procedures for identifying and managing risks related to bribery and corruption and provides guidance on reporting any concerns.

  • Whistleblower Policy

    Lewis & Co encourages employees and stakeholders to report any unethical or illegal conduct. The whistleblower policy provides a confidential and secure channel for reporting, ensuring that whistleblowers are protected from retaliation.

  • Health, Safety, and Environmental Policy

    Committed to the safety of its employees and the protection of the environment, Lewis & Co has established stringent health, safety, and environmental standards. The company continuously monitors and improves its practices to minimize the impact of its operations on the environment.