Conduct, Ethics
& Risk
Business Conduct, Ethics, and Transparency
We strive to uphold a high degree of transparency and integrity in our business practices. Our Code of Conduct and Ethics (Code) applies to all Wesdome employees, officers, directors, consultants, contractors, and partners. The Audit Committee monitors compliance with the Code, and training on the Code is provided to all employees and contractors.
In November 2025, all employees were required to sign off on the Code, either in person or online through our new intranet. Going forward, annual sign-off on the Code will be required. The Code is publicly available on our website and on SEDAR+, and is internally available to employees on Wesdome’s intranet.
Responsibility for Wesdome’s compliance with applicable laws and regulations, and for ensuring effective record management, rests with the Company’s VP, General Counsel and Corporate Secretary. Wesdome uses a quarterly risk assessment review process to identify legal and compliance risks, including potential new legislative changes. In addition, site department managers and superintendents are responsible for ensuring that sites comply with applicable laws, permits and authorizations, including those related to environmental management, human resources, and health and safety.
In line with our regulatory commitments, we report annually in accordance with the Canadian Extractive Sector Transparency Measures Act (ESTMA), including reporting on certain types of payments to governments in Canada and overseas. Wesdome’s ESTMA reports are publicly available on our website and via the ESTMA Data Portal managed by Natural Resources Canada.
In 2025, we did not have any confirmed incidents of corruption, legal action related to anti-competitive behaviour, antitrust, or monopoly practices, or other types of non-compliance with relevant laws and regulations. 1
1 With all of our operations located in Canada, we do not operate in any countries ranked in the bottom 20 of the Transparency International Corruption Perception Index.
Executive Compensation
Wesdome seeks to motivate our executive leadership by linking the payment of annual incentive awards to the achievement of the Company’s objectives and goals.
The Compensation and Human Resources Committee works with the SLT to continually improve Wesdome’s compensation strategy, which seeks to:
- Attract, retain and motivate key talent
- Align the interests of the Senior Leadership Team with the interests of the Company’s shareholders
- Leverage performance by linking compensation to individual and overall business performance
Risk Management
We identify, assess and manage Wesdome’s sustainability and ESG risks, including climate risks, in the same manner as other business risks. Our SLT, Board committees and the full Board of Directors review and discuss changes to the risk register on a quarterly basis.
We also conduct a dedicated annual climate risk review, which is discussed under Climate Change, Emissions and Energy Use.
In 2025, we enhanced our environmental risk management process at Eagle River and Kiena by introducing an internal environmental authorization process, required when any work planned at a mine site could result in a physical impact or disturbance to the environment. The authorization process consists of a cross-functional environmental risk assessment and, when required, specific avoidance or mitigation measures are outlined. Authorization must be granted by a member of the environment department before the planned activities can begin.
Cybersecurity and Information Systems
Understanding that poor cybersecurity management can lead to material loss, reputational damage, and declining stakeholder confidence, we are committed to continuously enhancing the controls, processes, and practices we use to protect systems, software, data and networks from internal and external threats.
Our Director of Information Technology (IT) is responsible for network system administration and cybersecurity management, and reports to Wesdome’s CFO. The Audit Committee provides the Board with quarterly updates on IT security management, including active and planned IT security improvement strategies, training, and any actual or attempted breaches. During the reporting period, Wesdome did not experience any material cybersecurity incidents or receive substantiated customer complaints about breaches of customer privacy.
In 2025, we developed an Acceptable Use Policy, which requires all users to acknowledge and comply with our IT and cybersecurity practices.
We continued to deliver our cyber awareness program, a mandatory program for all employees that is incorporated into Wesdome’s employee onboarding training. During 2025, we conducted ongoing training campaigns to increase employee awareness and reduce risk. In November, we held an Executive cyber security tabletop exercise to test our incident response protocols and provide focused training on roles and responsibilities for all participants.
We also developed additional cybersecurity and awareness training modules for both existing and new employees, that we plan to roll out in 2026.
Whistleblowing Mechanisms
Our Whistleblower Hotline provides Wesdome employees, contractors, suppliers, and other external stakeholders with an accessible and legitimate way to express any concerns they may have about our operations. The service is provided through ConfidenceLine, a confidential, interactive hotline that is easy to use, and is available through the web or telephone in English or French, 24 hours a day, 365 days per year.
ConfidenceLine sends all received reports to the Chair of the Audit Committee of the Board, who is responsible for conducting an investigation. Such investigations can be undertaken with the assistance of the Chair of the Governance & Nominating Committee of the Board, or they can be delegated, fully or in part, to the President & CEO and/or other members of the SLT, as deemed appropriate and necessary by the Chair of the Audit Committee. In cases where matters to be investigated fall outside of the expertise of the Audit Committee, the Chair can refer investigations to outside third parties or other committees of the Board.
Performance
Indicators:
SASB: EM-MM-510a.1, EM-MM-510a.2
GRI: 2-16 (partial), 2-19 (partial), 2-20 (partial), 2-26 (partial), 2-27 (partial), 3-3, 205-1, 205-2, 205-3, 418-1
