STATEMENT OF CORPORATE GOVERNANCE PRACTICES
Marathon Gold Corporation believes that strong governance improves corporate performance to the benefit of all stakeholders. National Instrument 58-101 Disclosure of Corporate Governance Practices (“NI 58-101”) establishes corporate governance requirements applicable to all public companies. The Company reviews its practices and endeavours to make meaningful improvements to achieve higher standards of corporate governance.
BOARD OF DIRECTORS
The purpose of the Board of Directors is to supervise the management of the business and affairs of the Company. The Board is comprised currently of seven directors, five of whom are independent of management.
COMMITTEES OF THE BOARD OF DIRECTORS
The Audit Committee is responsible for overseeing Marathon’s policies and practices relating to integrity of financial and regulatory reporting, and compliance with policies and laws. The audit committee is comprised of three independent directors, all of whom are financially literate.
CORPORATE GOVERNANCE AND NOMINATING COMMITTEE
The Corporate Governance & Nominating Committee assists the Board in overseeing Marathon’s policies and practices relating to:
- corporate governance; and
- the composition of the Board of Directors relative to the competencies, experience and other characteristics needed for the Board to function effectively in its oversight role, including the identification of suitable director candidates
The Compensation Committee assists the Board in overseeing Marathon’s policies and practices relating to the development and ongoing review of Marathon’s executive compensation plan and accompanying practices to ensure that the elements of executive compensation are motivational and competitive and enable the Company to attract, retain and motivate management.
TECHNICAL AND SUSTAINABILITY COMMITTEE
The Technical and Sustainability Committee assists the Board in its oversight of operational matters as well as Marathon’s environmental, health and safety, and corporate social responsibility performance at all of the Company’s projects and properties and in all of the communities in which Marathon operates.
CODE OF CONDUCT
WHISTLEBLOWER POLICY AND REPORTING
The Company’s Whistleblower Policy establishes procedures for the submission of complaints or concerns about:
- Violation of any law or regulation that relates to corporate reporting and disclosure.
- Fraud or intentional acts of misstatement in the preparation, evaluation and review of the Corporation’s financial statements and other continuous disclosure documents.
- Fraud or deliberate error in the recording and maintenance of the Corporation’s financial records.
- Violations of the Corporation’s internal policies.
- False statements by or to a director, officer or employee of the Corporation with respect to matters reflected in the Corporation’s financial records and financial reporting, or other elements of the Corporation’s continuous disclosure.
MAJORITY VOTING POLICY
The Company’s Board of Directors has adopted a Majority Voting Policy for future nominees for election to the Board.
EXECUTIVE COMPENSATION CLAW-BACK POLICY
EQUITY OWNERSHIP POLICY
INSIDER TRADING POLICY
CHIEF EXECUTIVE OFFICER – POSITION DESCRIPTION