Corporate Governance

The Company’s Commitments to Internationally-Accepted Industry Practices for Environmental, Community, Safety, Anti-Corruption, and Corporate Social Responsibility (CSR) Matters

Cerro de Pasco’s key focus is the environmental remediation through the extraction of remaining valuable minerals from the stockpiles and deposits generated by previous local mining activities. CDPR endorses and conducts responsible mining practices. CDPR will utilize up-to-date technology and industrial development solutions to secure long-term economic sustainability and a healthy and prosperous local population at Cerro de Pasco.

CDPR clearly recognizes that the communities and the environments in which it operates in are inter-dependent and that it may be held accountable for any effects and potential consequences. The proper management of these inter-connecting activities is essential to the economic well-being of CDPR. Therefore, CDPR is totally committed to having first-rate programs for: protection of the environment; providing safe workplaces for its employees and contractors; responsibly and ethically managing our relationships with its Project stakeholders and in the local communities where it operates; and, ensuring that CDPR is one that readily accepts and promotes itself as following the principles of corporate social responsibility or CSR.

CDPR has a rigorous commitment to the principles of corporate social responsibility, anti-corruption ethics, sound environmental practices, safe working conditions for our employees, and positive community involvement in its Projects. To that end, CDPR has strong, formal policies on these matters, which conform to generally-accepted international standards, that have been formally adopted by the CDPR Board.

CDPR’s development of the Cerro de Pasco Project will be guided by internationally-accepted core principles and strategic goals. As such, CDPR will be driven by the Principles of Performance (listed below) of the International Council on Mining and Metals (ICMM), a well-respected international organization dedicated to a safe, fair, and sustainable mining and metals industry. The ICMM is comprised of 26 of the world’s leading mining and metals companies and 35 regional and commodities associations.

1. Apply ethical business practices and sound systems of corporate governance and transparency to support sustainable development;
2. Integrate sustainable development in corporate strategy and decision-making processes;
3. Respect human rights and the interests, cultures, customs and values of employees and communities affected by our activities;
4. Implement effective risk-management strategies and systems based on sound science and which account for stakeholder perceptions of risks;
5. Pursue continual improvement in health and safety performance with the ultimate goal of zero harm;
6. Pursue continual improvement in environmental performance issues, such as water stewardship, energy use and climate change;
7. Contribute to the conservation of biodiversity and integrated approaches to land-use planning;
8. Facilitate and support the knowledge-base and systems for responsible design, use, re-use, recycling and disposal of products containing metals and minerals;
9. Pursue continual improvement in social performance and contribute to the social, economic and institutional development of host countries and communities; and
10. Proactively engage key stakeholders on sustainable development challenges and opportunities in an open and transparent manner. Effectively report and independently verify progress and performance.

The CDRP Corporate Social Responsibility and Environmental & Safety Policies is comprised of 4 separate policies

• Corporate Social Responsibility Policy
• Environmental Policy
• Social and Community Affairs Policy
• Safety and Health Policy

Code of Conduct and Ethics

The Company adopted a Code of Business Conduct and Ethics embodies our commitment to conduct our business according to the highest ethical standards.

CDPR success is built on a commitment to high standards of corporate governance, business conduct, and professional integrity. We conduct our business around the world in an ethical, honest and accountable manner and in accordance with applicable laws, rules and regulations. We value, and are committed to, transparency in our business practices, consistent with good commercial confidentiality. Our company is committed to the principles of Responsible Mining.

The CDPR Corporate Code of Business Conduct and Ethics outlines our obligations regarding: business integrity, labor practices, security, human rights, transparency, public disclosure, cultural heritage, avoiding conflicts of interest, avoiding insider trading, anti-fraud, and anti- corruption & anti-bribery, among others.

Anti-Corruption Policy

The Company’s Anti-Bribery and Anti-Corruption Policy embodies the commitment for all Company directors, officers, and employees to act with integrity and in compliance when interacting with government officials, business partners, third parties and community stakeholders.

Insider Trading Policies

The Company has established an Insider Trading Policy to prevent improper trading in securities of the Company. This policy is also intended to ensure that the directors, officers, employees and consultants of the Company act, and are perceived to act, in accordance with applicable laws and the highest standards of ethical and business conduct. This policy supplements, and does not replace, applicable securities laws in respect of insider trading.

ESTMA Policy

The Company has established an ESTMA Policy to provide guidance and procedures to ensure that Company and all of its subsidiaries comply with the reporting requirements of the Extractive Sector Transparency Measures Act (“ESTMA” or the “Act”).