Inmet's board of directors is responsible for the stewardship of Inmet’s business and affairs. Its main role is to oversee corporate performance and to ensure that management continues to operate with professionalism, integrity and the right talent so Inmet can successfully execute its strategic plans and achieve its corporate objectives.
We’ve identified seven key elements that play a critical role in keeping our board effective:
The board operates under a written mandate
that sets out the key responsibilities for fulfilling this role.
The board has determined that eight of ten directors are independent, which means they are independent of management and free from conflict of interest. According to our board, a director is independent if he or she does not have a direct or indirect material relationship with Inmet.
The only director who is not independent is Jochen Tilk, President and CEO of Inmet. Time is set aside at each board meeting for independent directors to meet without the President and CEO present, and these sessions are led by the Chairman. All of our board committees are made up of independent directors.
We believe that our directors should invest in Inmet. Within five years of joining the board, all of our directors are required to own at least three times the amount of their annual retainer in Inmet shares. They receive a portion of their annual retainer in deferred share units, which they can redeem for common shares of Inmet when they are no longer on the board.
We have clear expectations for Inmet's board and its directors, and established an annual process to make sure both are effective. See our board mandate
and statement of expectations for our directors
The corporate governance and nominating committee evaluates the effectiveness of the board and its committees using an annual survey to assess the overall effectiveness of the board and its committees and Inmet's corporate governance practices. It also uses a combination of surveys or interviews to solicit feedback from individual directors to help them enhance their contributions. The committee also maintains a skills matrix as a reference tool for the ongoing assessment of the composition of the board to ensure diversity.
Orientation and continuing education
Our orientation process ensures that new directors have a clear understanding of board responsibilities, develop a good working relationship with current board members, and become familiar with the our operations and management team so they can actively participate in meetings when they join the board. Our orientation program includes a Director Manual, one-on-one meetings with senior management, site visits and a feedback progress.
Continuing education is important for helping directors keep abreast of developments in the mining industry, various aspects of corporate governance as it continues to evolve and other matters relevant to serving on our board. Our continuing education program is focused on preparing presentations relevant to our business and risk profile and other topics to keep directors up to date on business activities, industry practices, corporate governance and other developments. It also includes presentations, from time to time, from outside experts on subjects pertinent to our business or of particular interest to the board, an annual strategy session, an opportunity to visit at least one operation or development project each year and professional development opportunities.
Board of directors
We have ten directors on our board
Management proxy circular
(PDF English - 808 kB)
CEO position description
(PDF English - 51kB)
Chairman position description
(PDF English - 48kB)