CORPORATE GOVERNANCE STRUCTURE

Our Governance structure is based upon three fundamental principles:

INDEPENDENCE

The Board is composed of independent directors who provide objective oversight of management and ensure decisions are made free from conflicts of interest.

ACCOUNTABILITY

The Board is accountable to all stakeholders and rights holders, using clear frameworks to ensure decisions are aligned with Company objectives.

TRANSPARENCY

Transparency supports accountability by ensuring strong reporting and disclosure practices that build trust and confidence.

The Board holds regularly scheduled meetings and convenes additional meetings as needed to address specific issues.

It also regularly reviews its objectives to ensure they stay aligned with the changing business environment in which the Company operates. The Board establishes corporate governance policies and approves corporate strategies and goals. To ensure effective oversight and continuous improvement, Wesdome conducts regular Board evaluations, including self-assessments and peer reviews of directors’ performance.

For more information on the Board's role and responsibilities, please refer to:

Board Committees

Wesdome’s Board of Directors has four committees that oversee the Company’s conduct and affairs. Each committee has a charter detailing its purpose, composition, roles, and responsibilities, which is reviewed and approved annually.

Committee Responsibility Charter
Audit Committee Ensuring compliance with the Company’s Code of Business Conduct and Ethics and providing oversight of the Company’s risk management system. Audit Committee Charter
Governance and Nominating Committee Assisting the Board of Directors to provide governance leadership by developing corporate guidelines and principles, assisting with Board succession planning, and evaluating the effectiveness of the Board and Board committees. Governance and Nominating Committee Charter
Compensation and Human Resources Committee Establishing key compensation policies and monitoring talent management, leadership and human resource development. Compensation and Human Resources Committee Charter
Technical, Safety and Sustainability Committee Developing, evaluating and assessing the Company’s policies, practices and performance concerning health and safety, social performance (including Indigenous relations), and environmental management. Technical, Safety and Sustainability Committee Charter

BOARD INDEPENDENCE

The Board maintains independent oversight of the Company by ensuring that a majority of its directors have no direct or indirect material relationship that could reasonably be expected to interfere with their judgment. If a matter before the Board involves a non-independent director, that director must recuse themselves to ensure the remaining directors can have an open and candid discussion and vote. Independent directors also meet without Management at the conclusion of most regularly scheduled meetings and may convene additional sessions through the Corporate Secretary as needed.

BOARD COMPOSITION AND DIVERSITY

Wesdome’s Governance and Nominating Committee is responsible for identifying individuals with the experience, skills, and perspectives needed for effective Board oversight. We promote the inclusion of traditionally underrepresented groups, including racial or ethnic minorities and persons with disabilities, and have committed to always having at least one racially or ethnically diverse director on our Board. Our Board’s skills matrix is reviewed annually to ensure effective oversight, with details on director skills available in our latest Management Information Circular.

GOVERNANCE STRUCTURE

The Board of Directors delegates the daily management of Wesdome’s operations to the Company’s Senior Leadership Team (SLT). Oversight is provided through frequent communication and quarterly Board meetings. During these meetings, the Board reviews and monitors the Company’s operational and financial performance, risk management processes, and compliance with applicable laws and regulations.

Additionally, Wesdome has adopted a proactive approach to succession planning to ensure the Company is prepared to address the unexpected departure of critical talent. In particular, succession planning for the Chairman of the Board, the CEO and other senior executives is overseen by the Board, with support of the Compensation and HR Committee and the Governance and Nominating Committee.

Our lines of responsibility, from operational teams up to the Board, are detailed in the Oversight illustration.

EXECUTIVE COMPENSATION

Wesdome’s executive compensation is designed to align leadership incentives with corporate strategy, performance, and shareholder interests. The program includes a mix of fixed and variable pay, comprising base salary, short-term cash incentives, and long-term equity incentives. Annual incentive awards are linked to the achievement of corporate and individual performance objectives, supported by formal scorecards. The Company provides shareholders with an annual, non-binding Say on Pay vote on executive compensation, with results publicly disclosed on SEDAR+. Further details on the compensation framework are provided in the Management Information Circular.