Code of Conduct and Ethics

The Board seeks to foster a culture of ethical conduct by striving to ensure the Company carries out its business in line with high business and ethical standards and applicable legal and financial requirements. In that regard, the Board has adopted a Code of Conduct and Ethics setting out the guidelines for the conduct expected from directors, officers, employees, consultants and contracts.

Code of Conduct and Ethics    

Issue Resolution Policy

The Board has approved a written Issue Resolution Policy, which sets out procedures for the confidential and anonymous submission by employees of complaints and concerns regarding the Company’s accounting, auditing and financial reporting procedures and obligations. The Policy provides that if any employee has any information, complaints or concerns regarding such matters they are urged to present such information, complaints or concerns to the Audit Committee, without regard to the position of the persons responsible for the subject matter of the information, complaint or concern.

Issue Resolution Policy    

Majority Voting Policy

The Board has adopted a majority voting policy, which requires that, in an uncontested election of directors, a director nominee who is elected with a greater number of votes “withheld” than votes “for” will be considered by the Board not to have received the support of the Shareholders. Any nominee who receives a greater number of votes “withheld” than votes “for” will tender their resignation to the Board Chair promptly following the relevant meeting. The Governance and Nominating Committee will consider the proposed resignation in light of all relevant circumstances and make a recommendation to the Board. The Board will make a decision whether to accept or reject any such resignation within 90 days following such meeting and press release its decision including the reasons for rejecting a resignation, if applicable.

Majority Voting Policy   

Shareholder Engagement Policy

The Company is committed to engaging in constructive and meaningful communications with its owners, the Company’s shareholders. To this end, the Board has adopted a Shareholder Engagement Policy, as proposed by the Governance and Nominating Committee of the Board, in order to promote open and sustained dialogue with the Company’s shareholders consistent with the Company’s Insider Trading, Disclosure, and Confidentiality Policy and our obligations to provide fair disclosure and maintain effective disclosure controls and procedures.

Shareholder Engagement Policy   

Diversity Policy

The Board believes that including diverse perspectives in the decision-making process leads to more robust oversight, competitive advantage and improved corporate governance.

Diversity Policy   

Equity Ownership Policy

The Board believes that it is in the best interests of the Company and its shareholders to align the financial interests of Wesdome’s leadership with those of the Company’s shareholders.

Equity Ownership Policy   

Compensation Recoupment (Claw Back) Policy

This Policy sets out guidelines for the potential recovery of excess incentive compensation paid to certain executives in the event the financial statements of Wesdome are restated as a result of misconduct by the executive.

Compensation Recoupment (Claw Back) Policy