Corporate Responsibility

Corporate Governance

We are committed to strong corporate governance practices that will contribute to the long-term success of our company. The Board plays a critical role by helping to set the strategic direction, monitor performance, and exercise oversight to ensure that the Corporation complies with all applicable laws and regulations.

 

OR Royalties’ Board holds ultimate responsibility for setting the Corporation’s strategic direction, monitoring its performance, and ensuring OR Royalties’ compliance with regulations. The Board also approves policies, assesses policy implementation, and reviews performance. It provides oversight and guides the Senior Executive Team, which is responsible for OR Royalties’ day-to-day operations.

The Board consists of nine directors, including the President and CEO, and has five committees that are responsible for overseeing specific aspects of corporate governance and providing recommendations and guidance to the full Board. The Environmental and Sustainability Committee oversees environmental, social, and select governance issues, including climate change risk and reviews ESG and climate-related strategies, policies, practices, and OR Royalties’ sustainability disclosures.

Incorporating valuable stakeholder feedback, and as part of ongoing Board refresh, the Board nominated Mr. Norman MacDonald as Independent Chair in 2023 to lead its activities. In January 2024, Mr. David Smith joined the Board, contributing extensive financial, technical, and operational expertise. And, in August 2024, the Board welcomed Wendy Louie, a Canadian Chartered Professional Accountant with over 25 years of diverse finance and leadership experience, with a primary focus on the mining industry. In late 2024, Mr. Robert Krcmarov resigned from the Board to assume the role of President & CEO of Hecla Mining Company.

Our Committees:

Audit and Risk
  • Responsible for risk oversight, including review of OR Royalties’ Enterprise Risk Assessment.
  • Maintains oversight of OR Royalties’ accounting and financial reporting principles, as well as internal audit controls and procedures.
  • Policy changes and implementation related to finance, accounting, and auditing fall under the purview of this committee.

Human Resources
  • Responsible for reviewing and approving policies, programs, and practices on matters of remuneration and performance evaluation, succession planning, recruitment and retention, health and safety, and development with the objective of attracting and retaining the best qualified officers and employees.

Environmental and Sustainability
  • Oversees environmental, social, and certain governance issues, including climate change risk, consistent with corporate objectives and stakeholders’ expectations.
  • Reviews ESG and Climate related strategies, policies, practices, and OR Royalties’ sustainability disclosure.

Governance and Nomination
  • Provides oversight for issues that affect corporate governance and Board nomination matters, including establishing corporate governance policies and practices, recommending new director candidates, and assessing the performance of the Board, committees, and individual directors.
  • Reviews and recommends position description of the Chair of the Board, Chair of the Committees, Lead Director and President & CEO.

Independent Investment Review
  • Comprised of independent Board members, responsible for oversight and review of investment, divestment or other transaction and financing proposals submitted by management.

 

Board Diversity

We believe that Board diversity is crucial as it brings a variety of perspectives, experiences, and skills to decision-making and strategic planning processes, enhancing our overall corporate governance and performance. OR Royalties’ Board diversity policy sets a goal of at least 40% female representation, a target that has been successfully met. As of December 31, 2024, four out of nine directors – representing 44% of the Board – identify as female. Additionally, 11% of the Board identify as ethnically/racially diverse.

For more information on our Governance practices, policies and related information please visit the Governance section of our website.

The United Nations Global Compact

OR Royalties joined the UN Global Compact in March 2021. Established in 2000, the UN Global Compact was created to mobilize companies around the world to align their operations and strategies with ten universal principles in the areas of human rights, labour, environment and anti-corruption. Today, it is the world’s largest corporate sustainability initiative with over 15,000 participants in over 160 countries.