Yamana Gold is committed to the highest standards of corporate governance practices. The Company and the Board of Directors recognize the importance of corporate governance to the effective management of the Company and to the protection of its employees and shareholders. Yamana's approach to significant issues of corporate governance is designed with a view to ensuring that the business and affairs of the Company are effectively managed so as to enhance shareholder value. Yamana is committed to, and supports, on-going reviews of its processes, policies and practices in order to ensure it is maintaining good stewardship of investor interests. For a current statement of Corporate Governance Practices, please refer to the most current Yamana Management Information Circular available on Sedar at www.sedar.com.

Governance Driving Long-term Success

  • Corporate Governance Practices

The Company’s corporate governance practices have been designed to be in compliance with applicable legal requirements and best practices. Yamana continues to monitor developments in all its applicable jurisdictions with a view to keeping its governance policies and practices current.

Although Yamana is not required to comply with most of the New York Stock Exchange listing standards regarding corporate governance, Yamana has adopted similar standards as part of its corporate governance practices. The following chart outlines our corporate governance practices as compared to the NYSE standards . Yamana Practices and NYSE Rules.

The Board of Directors has adopted a Code of Conduct that is applicable to all directors, officers and employees of Yamana. In conjunction with the adoption of the Code, Yamana established the Yamana Integrity Helpline, a channel of communication open to directors, officers, employees, contractors, consultants and other third parties with whom Yamana conducts business, to report concerns arising from items outlined in the Code of Conduct on a confidential or anonymous basis. The Yamana Integrity Helpline can be accessed by calling a toll-free external phone number or online at www.yamana.ethicspoint.com.

A copy of the Code of Conduct and the mandates of the Board of Directors and each of the Committees of the Board, including the Audit Committee, Corporate Governance and Nominating Committee, Compensation Committee and the Sustainability Committee, are available through the links below:

  • Code of Business
Our Core Values

· Entrepreneurial spirit
· Operational excellence
· Continuous Improvement
· Transparency
· Safe work environment
· Ethical attitude
· Respond for local communities
· Responsibility
· Respect for the environment
· Integrity

Ask Before Acting

· Is it legal?
· Is it the right thing to do?
· How would it look to those outside the Company?

Remember These Rules

· Know the standards that apply to your job.
· Follow these standards – always.
· Ask if you are ever unsure what the right thing to do is.
· Keep asking until you get the answer.

  • Code of Conduct
  • Human Rights Policy
  • Charters

The Board fulfills its mandate directly through its committees at regularly scheduled meetings or as required. Frequency of meetings may be increased and the nature of the agenda items may be changed depending upon the state of the Company's affairs and in light of opportunities or risks which the Company faces. The directors are kept well informed of the Company's operations at these meetings as well as through reports and discussions with management on matters within their particular areas of expertise.

 
  • Yamana Practices & NYSE Rules

Although Yamana is not required to comply with most of the New York Stock Exchange listing standards regarding corporate governance, Yamana has adopted similar standards as part of its corporate governance practices.  The following outlines our corporate governance practices as compared to the NYSE standards.

1 Listed companies must have a majority of independent directors. We have a majority of “independent” directors who qualify as such under the requirements set out in Section 303A.02 of the NYSE rules.
2 In order to tighten the definition of “independent director” for purposes of these standards:  
2(a) No director qualifies as “independent” unless the board of directors affirmatively determines that the director has no material relationship with the listed company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the company).  Companies must identify which directors are independent.  
2(b) In addition, a director is not independent if: (i) The director is, or has been within the last three years, an employee of the listed company, or an immediate family member is, or has been within the last three years, an executive officer, of the listed company.  
  (ii) The director has received, or has an immediate family member who has received, during any twelve-month period within the last three years, more than $120,000 in direct compensation from the listed company, other than director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service).  
  (iii) (A) The director is a current partner or employee of a firm that is the company's internal or external auditor; (B) the director has an immediate family member who is a current partner of such a firm; (C) the director has an immediate family member who is a current employee of such a firm and personally works on the listed company's audit; or (D) the director or an immediate family member was within the last three years a partner or employee of such a firm and personally worked on the listed company's audit within that time.  
  (iv) The director or an immediate family member is, or has been within the last three years, employed as an executive officer of another company where any of the listed company’s present executive officers at the same time serves or served on that company’s compensation committee.  
  (v) The director is a current employee or an immediately family member is a current executive officer, of a company that has made payments to, or received payments from, the listed company for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of $1 million, or 2% of such other company’s consolidated gross revenues.  
  (vi) Additional criteria apply to audit committee and compensation committee, as described below.  
3 To empower non-management directors to serve as a more effective check on management, the non-management directors of each listed company must meet at regularly scheduled executive sessions without management. Historically, Yamana’s non-management directors have met regularly without management being present.  Unless specific circumstances require otherwise, non-management directors will meet without management following each Board meeting.
4(a) Listed companies must have a nominating/corporate governance committee composed entirely of independent directors. Yamana has a Corporate Governance and Nominating Committee entirely composed of independent directors.
4(b) The nominating/corporate governance committee must have a written charter that addresses: (i) the committee’s purpose and responsibilities – which, at minimum, must be to:  identify individuals qualified to become board members, consistent with criteria approved by the board, and to select, or to recommend that the board select, the director nominees for the next annual meeting of shareholders; develop and recommend to the board a set of corporate governance guidelines applicable to the corporation; and oversee the evaluation of the board and management; and (ii) an annual performance evaluation of the committee. Yamana’s Corporate Governance and Nominating Committee has a Charter that includes these minimum requirements in substance.  However, the function of evaluating management has not been specifically addressed in the Committee’s Charter.  This function is performed by the Compensation Committee as a matter of practice.
5(a) Listed companies must have a compensation committee composed entirely of independent directors. Yamana has a Compensation Committee composed entirely of independent directors.
5(b) The compensation committee must have a written charter that addresses: (i) the committee’s purpose and responsibilities – which, at minimum, must be to have direct responsibility to: (A) review and approve corporate goals and objectives relevant to CEO compensation, evaluate the CEO’s performance in light of those goals and objectives, and, either as a committee or together with the other independent directors (as directed by the board), determine and approve the CEO’s compensation level based on this evaluation; and (B) make recommendations to the board with respect to non-CEO executive officer compensation, and incentive-compensation and equity-based plans that are subject to board approval; and (C) produce a compensation committee report of executive officer compensation as required by the SEC to be included in the listed company’s annual proxy statement or annual report on Form 10-K filed with the SEC; (ii) an annual performance evaluation of the compensation committee;(iii) the rights and responsibilities of the compensation committee set forth in Section 303A.05(c), as follows: The Compensation Committee Charter includes in substance all of these responsibilities (except that the Committee’s Charter does not specifically indicate that the Committee is responsible to establish the goals and objectives of the CEO) and other additional responsibilities.  The Compensation Committee reports on executive compensation in Yamana’s annual proxy statement in accordance with Form 51-102F6 of National Instrument 51-102.
5(c) The compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, independent legal counsel or other adviser. The compensation committee shall be directly responsible for the appointment, compensation, and oversight of any such consultant, counsel or adviser, for which the Company must provide adequate funding. The compensation committee may select such a consultant, counsel or adviser only after taking into consideration all factors relevant to that person’s independence from management. The Compensation Committee Charter provides for the engagement of advisors.
5(d) In addition, in affirmatively determining the independence of any director who will serve on the compensation committee, the board of directors must consider all factors specifically relevant to determining whether a director has a relationship to the listed company which is material to that director's ability to be independent from management in connection with the duties of a compensation committee member, including, but not limited to: (A) the source of compensation of such director, including any consulting, advisory or other compensatory fee paid by the listed company to such director; and (B) whether such director is affiliated with the listed company, a subsidiary of the listed company or an affiliate of a subsidiary of the listed company. The board of directors complies with these requirements when affirmatively determining the independence of any director who will serve on the Compensation Committee.
6 Listed companies must have an audit committee that satisfies the requirements of Rule 10A-3 under the Exchange Act. Yamana has an Audit Committee which satisfies the requirements of Rule 10A-3 under the Exchange Act.
7(a) The audit committee must have a minimum of three members. Our Audit Committee is composed of at least three members.
7(b) In addition to any requirement of Rule 10A-3(b)(1), all audit committee members must satisfy the requirements for independence set out in Section 303A.02. All the members of our Audit Committee are fully independent in accordance with these requirements.
7(c) The audit committee must have a written charter that addresses: (i) the committee’s purpose – which, at minimum, must be to: (A) assist board oversight of (1) the integrity of the listed company’s financial statements, (2) the listed company’s compliance with legal and regulatory requirements, (3) the independent auditor’s qualifications and independence, and (4) the performance of the listed company’s internal audit function and independent auditors; and Our Audit Committee has a written charter that meets all NYSE requirements except for the variations outlined below.
  (B) prepare an audit committee report as required by the SEC to be included in the listed company’s annual proxy statement; The SEC does not specify an audit committee report to be included in the proxy materials of a foreign private issuer, such as Yamana.
  (ii)  an annual performance evaluation of the audit committee; and  
  (iii) the duties and responsibilities of the audit committee – which, at a minimum, must include those set out in Rule 10A-3(b)(2), (3), (4) and (5) of the Exchange Act, as well as to: (A) at least annually, obtain and review a report by the independent auditor describing:  the firm’s internal quality-control procedures; any material issues raised by the most recent internal quality-control review, or peer review, of the firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried out by the firm, and any steps taken to deal with any such issues; and (to assess the auditor’s independence) all relationships between the independent auditor and the listed company; (B) meet to review and discuss the listed company’s annual audited financial statements and quarterly financial statements with management and the independent auditor, including reviewing the company’s specific disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”;  
  (C) discuss the listed company’s earnings press releases, as well as financial information and earnings guidance provided to analysts and rating agencies; (D) discuss policies with respect to risk assessment and risk management;  
  (E) meet separately, periodically, with management, with internal auditors (or other personnel responsible for the internal audit function) and with independent auditors;  
  (F) review with the independent auditor any audit problems or difficulties and management’s response; (G) set clear hiring policies for employees or former employees of the independent auditors; and (H) report regularly to the board of directors.  
7(d) Each listed company must have an internal audit function.
8 Shareholders must generally be given the opportunity to vote on all equity-compensation plans and material revisions thereto. Yamana complies with this requirement except that certain amendments do not require shareholders’ approval.  We refer the reader to our equity compensation plans disclosure available in our filings on www.sedar.com.
9 Listed companies must adopt and disclose corporate governance guidelines. Yamana complies with Canadian Multilateral Instrument 52-110-Audit Committees which sets out detailed requirements regarding the composition of the Audit Committee and its responsibilities.  Yamana has also adopted most guidelines provided by Canadian National Policy 58-201-Corporate Governance Guidelines.  Our annual proxy circulars include disclosure of our corporate governance practices.
10 Listed companies must adopt and disclose a code of business conduct and ethics for directors, officers and employees, and promptly disclose any waivers of the code for directors or executive officers. We have a code of business conduct and ethics, which is available in our website at www.yamana.com or www.sedar.com
11 Listed foreign private issuers must disclose any significant ways in which their corporate governance practices differ from those followed by domestic companies under NYSE listing standards. This list is posted in response to this requirement.
12(a) Each listed company CEO must certify to the NYSE each year that he or she is not aware of any violation by the company of NYSE corporate governance listing standards, qualifying the certification to the extent necessary. This does not apply to a foreign private issuer, such as Yamana.
12(b) Each listed company CEO must promptly notify the NYSE in writing after any executive officer of the listed company becomes aware of any material non-compliance with any applicable provisions of this Section 303A. Yamana is subject to and will comply with this requirement.
12(c) Each listed company must submit an executed Written Affirmation annually to the NYSE.  In addition, each listed company must submit an interim Written Affirmation each time a change occurs to the board or any of the committees subject to Section 303A.  The annual and interim Written Affirmations must be in the form specified by the NYSE. Yamana is subject to and will comply with this requirement on an ongoing basis.
13 Listed companies must have and maintain a publicly available website.   Yamana maintains a website: www.yamana.com where copies of its board and committee charters and its code of business conduct and ethics are available.  
  • Yamana Integrity Helpline

Yamana Integrity Helpline www.yamana.ethicspoint.com

Canada & U.S.: 1-866-842-2083
Argentina: 0-800-555-0906
Brazil: 0-800-891-1667
Chile: 1-230-020-5771
Colombia: 01-800-9-155860
Mexico: 001-800-840-7907
Peru: 0-800-52116

Disclaimer

You are now leaving the Yamana Gold Inc. website to go to an independent third party website. Yamana has no control over information at third party sites hyperlinked to this one. These links are being provided for the convenience of the users of this website and Yamana does not endorse and is not responsible or liable for the content, nature or reliability of any linked website or any link contained in a linked website. Yamana takes no responsibility for monitoring, updating, supplementing or correcting any information on any linked website and makes no representation or warranties regarding such information.

NON-GAAP INFORMATION

Yamana discloses certain non-GAAP measures including Cash costs per ounce of gold, Cash costs per ounce of silver, Co-product cash costs per ounce of gold, Co-product cash costs per ounce of silver, Co-product cash costs per pound of copper, All-in sustaining costs per ounce of gold, All-in sustaining costs per ounce of silver, All-in sustaining co-product costs per ounce of gold, and All-in sustaining co-product costs per ounce of silver to supplement its Consolidated Financial Statements, which are presented in accordance with IFRS. The term IFRS and generally accepted accounting principles (“GAAP”) are used interchangeably. The Company believes that these measures, together with measures determined in accordance with IFRS, provide investors with an improved ability to evaluate the underlying performance of the Company. Non-GAAP measures do not have any standardized meaning prescribed under IFRS, and therefore they may not be comparable to similar measures employed by other companies. The data is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS.

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