Corporate Governance Practices

Pinheiro Cobaltum understands that a strong Board and effective corporate governance policies and practices are crucial to the success of its business. The Company firmly believes that maintaining good corporate governance is essential to building trust with its shareholders, attracting top talent, and upholding the Company's social responsibility in the communities where it operates.

Additionally, Pinheiro Cobaltum recognizes that good governance practices contribute to the Company's overall performance. As Pinheiro Cobaltum continues to grow, its governance framework evolves accordingly. The Company's governance policies prioritize the rights of shareholders while also establishing Board and committee mandates, as well as other policies and practices. Independent directors are expected to hold in-camera meetings at each quarter-end Board meeting, further emphasizing the Company's commitment to transparency and accountability.

 

Code of Conduct

Pinheiro Cobaltum is dedicated to upholding elevated levels of corporate governance. The company's Code of Conduct displays its pledge to conduct its operations in compliance with all relevant laws and regulations, as well as the highest ethical values. The Board has approved the Code of Conduct, which is binding on all members, including directors, officers, and employees of the organization. Furthermore, the directors, officers, and employees must follow company policies.

The Company's Code of Conduct mandates that all business dealings conducted by Pinheiro Cobaltum adhere to high levels of professional and ethical conduct. The Company's reputation for honesty and integrity is crucial to its business success, and any individual associated with the Company will not be allowed to achieve success through illegal or unscrupulous means. Honesty, integrity, and accountability are the guiding principles for all of Pinheiro Cobaltum's business activities.

The Audit Committee of the Board of Directors, which is in charge of the Company's confidential whistleblower program, monitors the adherence to the Code of Conduct. Any cases of non-compliance would be investigated by Management and reported to the Board or the Audit Committee.

Activities that can result in conflicts of interest are not permitted unless they have received particular board or audit committee approval. Each director must declare all real or prospective conflicts of interest or material interests and abstain from voting on issues in which they have a conflict of interest to ensure that directors exercise independent judgment. Additionally, the director must withdraw from any discussion of the subject.

 

Board of Directors

The Board has the main duty to oversee the management of the Company's business and operations. As part of their fiduciary duties, Board members are required to utilize their knowledge and skills to assist Management and guarantee compliance with good governance practices. The Board is in charge of supervising the Company's corporate governance systems and financial reporting controls to ensure the Company provides adequate and trustworthy financial and other data to shareholders and operates in an ethical and lawful manner.

At Pinheiro Cobaltum, we hold our Board members to the highest standards of conduct. Our directors are expected to act with honesty and exercise sound business judgment that is always in the best interests of our company and stakeholders. In the event of a tie vote, our Chairman does not have a second or casting vote. This ensures that every decision made by the Board is a thoughtful and collective one, free from any undue influence.

We require our directors to not only possess the necessary skills and experience to fulfill their roles, but also to demonstrate a proven track record of honesty, integrity, ethical behavior, fairness, and responsibility. Above all, they must remain committed to representing the long-term interests of our stakeholders and be willing to invest the necessary time to fulfill their duties effectively.

 

Along with the aforementioned, each director is required to:

• Gain knowledge of the business environment, market, and financial status and performance of Pinheiro Cobaltum, as well as its strategy;
• Be open to sharing knowledge and experience with management and other directors, and to using a polite, collaborative approach when questioning others' opinions;
• Thoroughly study all meeting materials ahead of time in order to properly prepare for each Board and committee session;
• Get involved constructively and actively in every discussion, asking questions as required to fully comprehend the topics that are being addressed;
• Make solid strategic and operational business decisions by drawing on experience and insight;
• Demonstrate an understanding of business and a risk management approach.

 

Mandates

The CEO and Chairman of the Board's formal position descriptions are being created to outline their separate tasks and responsibilities.

The role of the Chairman involves giving direction to the Board to improve its efficiency. This includes helping the Board, committees, and directors to understand and carry out their responsibilities effectively. The Chairman is responsible for supervising all aspects related to the functions of the Board and committees to ensure that they meet the corporate governance standards of the company. The Chairman also acts as a counselor to the CEO and other executives and is responsible for maintaining effective communication between the Board and Management. Additionally, the Chairman is required to organize and lead all meetings of the Board and shareholders.

The CEO is responsible for general management of the company's operations, offering direction and vision, establishing and suggesting important corporate strategies and objectives for the Board's approval, developing and proposing operating plans for the Board's approval, and collaborating with the Board on employee growth and succession planning. To ensure that directors are given the timely and pertinent information they need to carry out their duties and obligations, the CEO routinely engages with the Board.

 

 

 

 

Board Effectiveness

Directors evaluate the performance and efficiency of the Board, as well as the efficiency and performance of its committees, on an annual basis. By comparing actual business achievements with declared objectives, effectiveness is evaluated independently. Other board members observe informally the contributions of individual directors while taking into account their unique qualifications and the motivations behind their initial nomination to the board.

Given the Company's size and range of operations, the Board thinks its corporate governance policies are adequate and efficient. With checks and balances that regulate and oversee Management and corporate processes without placing an undue administrative load, the Company is able to run effectively thanks to its corporate governance methods.

 

Education and Training for Directors

Directors receive a briefing about the Company's current property holdings, ongoing exploration programs, overall strategic plans, short-, medium- and long-term corporate objectives, financial status, general business risks and mitigation strategies, and existing Company policies. This is deemed sufficient due to the Company's size, level of operations, the frequent interaction among directors, and the low turnover rate of directors. However, if the Company's operations expand significantly, a formal orientation program may be established.

Since the Board as a whole possesses the necessary skills and expertise, no formal continuing education program is currently considered necessary. The Board is made up of people from a variety of backgrounds who, individually and collectively, have vast management and leadership expertise, notably in the field of resource management. With the help of management, board members are urged to connect with auditors, technical consultants, and management in order to stay informed about market trends, business developments, and legislative changes. The directors are informed that the Company will cover the costs of any continuing education events it finds suitable for corporate directors to attend. The Company's records are completely accessible to Board members.

 

Audit Committee

The Audit Committee's primary objective is to aid the Board in supervising Pinheiro Cobaltum's financial reporting process's integrity and the standard, clarity, and honesty of its financial statements and other associated public statements. Additionally, the committee is responsible for the Company's internal controls regarding financial reporting, adhering to legal and regulatory requirements associated with Pinheiro Cobaltum's financial statements, the external auditors' credentials and autonomy, and the internal and external auditors' performance evaluation.

The main responsibility of the Committee is to monitor the Company's actions concerning the preparation and sharing of financial information. This includes ensuring the accuracy of the quarterly and annual financial statements and management's discussion and analysis. The Committee also makes sure that the Company complies with accounting and finance-related legal requirements. It oversees the audit of the consolidated financial statements and evaluates the performance of the independent auditors.

Additionally, the Committee is in charge of assessing the accounting and financial reporting practices and procedures, such as disclosure controls and procedures. Lastly, it manages the system of internal controls, including those related to financial reporting and the management of financial business risks that could have a significant impact on Pinheiro Cobaltum.