Ethics & Governance

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.

Yamana Gold board members from left to right: Christiane Bergevin, Alexander Davidson, Kimberly Keating, Peter Marrone, John Begeman, Jane Sadowsky, Richard Graff and Dino Titaro

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
  • Keeping People Safe
  • Embracing Entrepreneurial Spirit
  • Acting With Integrity
  • Respecting the Environment
  • Delivering High Performance
  • Working With Tenacity
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.
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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.

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Diversity and Inclusion Statement

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<a data-name="human-rights-policy"></a>Human Rights Statement of Commitment

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Supplier Policy

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Whistleblower Policy

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NYSE Statement of Differences

The common shares of Yamana Gold Inc. (“Yamana”) are listed on the New York Stock Exchange LLC (the “NYSE”). Below is a description of the significant ways in which Yamana’s governance practices differ from those followed by U.S. domestic companies pursuant to NYSE standards:

Corporate Governance and Nominating Committee Charter

Yamana’s Corporate Governance and Nominating Committee has a charter that substantially complies with applicable NYSE requirements.  However, the function of evaluating management has not been specifically addressed in such charter; this function is performed by Yamana’s Compensation Committee as a matter of practice.

Compensation Committee Charter

Yamana’s Compensation Committee has a charter that substantially complies with applicable NYSE requirements. However, such charter does not specifically indicate that the Compensation Committee is responsible to establish the goals and objectives relevant to Chief Executive Officer compensation and other additional responsibilities. The Compensation Committee reports on executive compensation in Yamana’s annual management information circular in accordance with Form 51-102F6 of Canadian National Instrument 51-102.

Solicitation of Proxies

The NYSE requires the solicitation of proxies and delivery of proxy statements for all shareholder meetings, and requires that these proxies be solicited pursuant to a proxy statement that meets the requirements of Regulation 14A under the U.S. Securities Exchange Act of 1934, as amended. As a foreign private issuer, Yamana is not subject to Regulation 14A and Yamana solicits proxies and delivers proxy circulars in accordance with applicable rules and regulations in Canada.

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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
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