CORPORATE GOVERNANCE POLICIES and charters
ANTI-BRIBERY AND ANTI-CORRUPTION POLICY
In keeping with its commitment to conducting business transparently, honestly and with integrity, Perpetua Resources will conduct its business in accordance with applicable laws, including Canadian and U.S. anti-bribery and anti-corruption laws. The Anti-Bribery and Anti-Corruption Policy applies to all directors, officers, employees, consultants and any other person acting on behalf of the Company. This policy defines bribery, which is the most common form of corruption and can be broadly defined as the offering, promising, giving, accepting or soliciting of an advantage as an inducement or reward for an action which is illegal or a breach of trust. Bribery and corruption take many forms and the policy outlines what is, and what is not permitted in this regard.
CHARITABLE DONATIONS POLICY
In keeping with its commitment to supporting communities within which Perpetua Resources employees live and work, the Charitable Donations Policy outlines the Company’s dedication to contributing to our communities through various types of charitable donations. The policy outlines the types of donations Perpetua Resources may make, the preferred criteria of the recipient of the donation as well as the allocated amount of the donation.
CODE OF CONDUCT AND ETHICAL POLICY
This Policy is a statement of the key principles and expectations that guide the conduct of anyone who works for, or represents, Perpetua Resources Corp.
Our commitment to uphold the principles of ethical and honest business conduct is based on our values, which are fundamental to defining who we are as a Corporation and how we behave.
Our values include compliance with health and safety regulations, dignity and respect at both the individual and corporate level, promoting sustainable growth and environmental responsibility, having a strong relationship with the communities in which we invest, transparency through open and honest communication and accountability at all levels, and continuous improvement of operational practices.
DIRECTORS' CONFIDENTIALITY POLICY
This Policy is a statement of the key principles and requirements in relation to the treatment of confidential information in respect of Perpetua Resources Corp. (“Perpetua Resources” or the “Corporation”) by the directors of the Corporation (each a “Director”).
DISCLOSURE AND CONFIDENTIALITY POLICY
Perpetua Resources is committed to fairness. Disclosing information in the manner that is set out in the Disclosure and Confidentiality Policy enables the same information to be received by everyone at the same time, thereby facilitating a fair marketplace for existing and prospective shareholders. The policy discusses confidentiality, what constitutes material information and how and when this information should be disclosed, and by whom.
WORKFORCE GROWTH AND RETENTION POLICY
This Policy sets forth the Corporation’s commitment and approach to fostering, cultivating, and preserving a professional and respectful workforce. Perpetua is committed to equal opportunity in all terms and conditions of employment for all employees and applicants. All applicants and employees will be treated fairly without respect to an individual’s age, color, disability, ethnicity, family or marital status, gender identity or expression, national origin, race, sex, religion, sexual orientation, veteran status, and other characteristics protected by law.
ESG POLICY
This Policy sets out the guiding principles that Perpetua Resources follows with regards to environmental protection, social considerations and good governance.
INCENTIVE-BASED COMPENSATION CLAWBACK POLICY
This Policy sets forth the Corporation’s plan for recovering, under certain circumstances, erroneously awarded incentive-based compensation paid to executive officers (commonly referred to as a “clawback” policy).
Perpetua Resources and its employees are required to comply with the laws, policies and other regulations applicable to the Company and its business. The U.S. Securities and Exchange Commission (“SEC”) adopted on October 26, 2022, the Final Rule, Listing Standards for Recovery of Erroneously Awarded Compensation. The purpose of this Policy is to demonstrate compliance under this new SEC rule.
INSIDER TRADING AND REPORTING POLICY
Perpetua Resources is committed to complying with all applicable laws and regulations. The Insider Trading and Reporting Policy highlights the reporting obligations and trading restrictions imposed on insiders by relevant securities legislation. It discusses the implementation of blackout periods, trading prohibitions, as well as insider reporting requirements as determined by securities legislation. All employees and others with access to confidential information need to understand their legal obligations in respect of such information as set out in this policy.
POLITICAL CONTRIBUTION AND POLITICAL ACTIVITIES POLICY
Perpetua Resources may, from time to time, encourage the advancement of sound public policy that supports its mission by using its own resources to make or support political contributions directly or indirectly. The Political Contribution and Political Activities Policy outlines the framework within which the Corporation may make political contributions.
COMMUNITY FEEDBACK & GRIEVANCE POLICY
In keeping with its commitment to ensuring the highest standards of professional and ethical conduct in all activities, Perpetua Resources has adopted the Community Feedback & Grievance Policy to provide a process for receiving, processing, and resolving community concerns, complaints, and grievances related to the Stibnite Gold Project.
WHISTLEBLOWER POLICY
In keeping with its commitment to ensuring the highest standards of professional and ethical conduct in all activities, Perpetua Resources has adopted the Whistleblower Policy to provide an avenue whereby concerns regarding questionable business practices can be raised without fear of any discrimination, retaliation or harassment. This Policy outlines the types of concerns that can and should be reported and the mechanism by which employees, Directors, officers, consultants and stakeholders may report concerns that they may have with the Corporation and its activities.