Sandstorm Gold Ltd. (“Sandstorm Gold”, “Sandstorm” or the “Company”) is in the business of providing financing solutions to companies in the mining sector, principally through stream and royalty transactions, enabling resource companies to further the exploration, development and operations at a mining property. The properties over which the Company holds stream and royalty interests are owned and operated by independent mining companies and Sandstorm does not exercise control or influence over the activities of the property owners. However, Sandstorm is committed to furthering the responsible development of mineral projects and the sustainable extraction of metals through its financial investments, including with respect to environmental factors (e.g., toxic emissions and waste, carbon emissions, biodiversity and land use, water stress), social considerations (e.g., occupational health and safety, labour management) and governance issues (e.g., corruption and instability, corporate governance); collectively (“ESG”).

ESG – INDIRECT EXPOSURE

The Stream & Royalty Business Model

Sandstorm Gold provides an alternative source of capital to the mining industry in the form of stream and royalty financing arrangements. In exchange for upfront capital, Sandstorm receives a portion of the future metal or revenue generated from a mining operation but being a financier, the Company does not directly own or operate the projects and has indirect exposure to ESG issues that can arise during the life cycle of a resource project. Sandstorm’s indirect exposure to ESG risk factors are mitigated in part by the Company’s diversified portfolio of over 170 streams and royalties, over 20 of which are generating cash flow to the Company. There is no evidence of a statistical relationship or positive correlation between the ESG successes and challenges at the various mining projects within the Company’s portfolio of streams and royalties, indicating a clear diversification benefit to Sandstorm’s portfolio approach.

Sandstorm is committed to furthering sustainable development in the mining and metals industry through its investments and seeks to address ESG risks through the Company’s due diligence process that guides its investment decisions.

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Investment Due Diligence

While Sandstorm does not control or influence the operations of any of the properties over which it has a stream or royalty interest, the Company recognizes that its financial investments may contribute to ESG factors. The Company’s strategy to mitigate ESG risks involves a thorough investigation and evaluation of the risk factors related to a mineral property prior to making an investment. Once a Sandstorm investment is made, the Company has no control over the project or the various ESG risks that can be associated with a mine. It is therefore the aim of Sandstorm’s due diligence process to successfully identify projects and companies that will act and operate in a responsible and sustainable manner.

Sandstorm's management team use a multi-disciplinary approach when evaluating potential transactions. In addition to relying on management's expertise, Sandstorm benefits from the experience and expertise of its Board of Directors. Board members are active in the review of potential material investments including participating in due diligence and providing technical, operational, political, financial, environmental, corporate social responsibility, and other expertise, where applicable. The due diligence team consists of professionals with experience and expertise in the fields of geology, mining, metallurgy, engineering, and finance. By conducting a robust and detailed due diligence process, Sandstorm endeavours to invest in projects with relatively low ESG risk. Where appropriate, the due diligence process involves, among other things, thorough desktop studies, the engagement of expert consultants, extensive interviews with the project management team, site visits as well as in depth deliberation. Sandstorm will determine if an investment should be made based on overall criteria, including ESG factors. The overall criteria is reviewed regularly by management and/or the Board of Directors, where applicable. Elements of Sandstorm's due diligence process related to ESG factors include, but are not limited to, the following considerations:

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Environment

  • Geology – is the mineralisation located in or near an environmentally sensitive or protected area?
  • Biodiversity and land use – what is the proposed development footprint and how does that impact the region’s biodiversity? What offsets or mitigation measures are contemplated?
  • Metallurgy – what are the risks associated with the process flow sheet including potential discharge and reagent use?   
  • Emissions and water usage/management – has the project’s emissions, hydrology and hydrogeology been properly studied and understood? Are there appropriate management/usage plans in place?
  • Tailings management – what are the risk factors associated with the tailings management plan, both during operations and post-closure?
  • Assessment – has a proper environmental and social impact assessment been completed?

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Social

  • Management team – is the management team and board of directors of good repute and have they shown integrity and competency in their business?
  • Community engagement – has the resource company engaged with the community where the project is located, including indigenous peoples where applicable?
  • Social license – does the resource company have a social license to explore, develop and mine the property?
  • Health and safety record -  has the operation, or previous operations run by the management team in question, had disruptions caused by workplace accidents?
  • Labour availability – is there a local workforce available? If not, what are the implications of an outside workforce? Are training programs available for local and indigenous workers?
  • Labour management – has the operation, or previous operations run by the management team in question, had labour related work stoppages (e.g., strikes and lockouts)?
  • Child labour – is child labour being employed? Sandstorm is firmly opposed to child labour and forced labour practices. The Company’s Code of Business Conduct & Ethics promotes compliance with Canadian governmental laws, rules and regulations which strictly condemn practices that involve child labour and forced labour.
  • Compensation – how is the workforce compensated? Are the company, employee, and investor incentives aligned?
  • Resettlement – are there resettlement requirements to development the project? If so, has the community been dealt with on an open and fair basis with appropriate consultation?
  • Deal structure – can a stream/royalty transaction be structured in such a way as to mitigate some of the potential social risks?

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Governance

  • Political stability – is the asset located in a politically stable climate? Is the political climate improving or deteriorating?
  • Regulatory framework – is there a developed regulatory framework for mineral exploration and mine development? Are there permitting risks related to the jurisdiction in question?
  • Corruption and instability – has the management team been involved in or been accused of corruption?
  • Corporate governance – does the resource company adhere to corporate governance best practices?
  • Accounting – does the resource company exhibit a high degree of accounting and operational transparency?

After making an investment, Sandstorm monitors the ESG performance of its counterparties on an ongoing basis. Sandstorm’s streaming and royalty agreements typically include the following types of provisions for ongoing due diligence and to reduce exposure to ESG risks:

  • Audit and inspection rights- Sandstorm may be entitled to audit the books and records of its partners on a periodic basis and may access and inspect the properties compromising the project. These rights provide Sandstorm further insight into the operations and assist in confirming compliance with the terms of the streaming and royalty agreements.
  • Reporting obligations- streaming and royalty agreements typically contain a series of reporting obligations including the delivery of month and/or annual reports, updated mine plans, forecasts, and other documentation where applicable, which serve to keep Sandstorm informed of operations.
  • Transfer restrictions- Sandstorm’s agreements may have restrictions that either (a) require consent for the operator of the agreement to transfer of a mine project, or (b) otherwise establish the circumstances in which such transfer is permissible. Such constraints are intended to ensure Sandstorm continues to be partnered with a quality operator over the life of the agreement.
  • Security- where appropriate, Sandstorm will look to have in place suitable security arrangements, including corporate guarantees and/or other security over the mine project. This security is designed to secure Sandstorm’s investment during the term of the streaming or royalty agreement, to help mitigate the risks of insolvency or bankruptcy of the operator.  

In addition to the above, Sandstorm manages ESG risks arising from current streams and royalties by undertaking ongoing due diligence where applicable, which includes but is not limited to, site visits, ongoing dialogue with the operators,  and review of the corporate and social responsibility reports that are published by the Company’s partners.

Sandstorm endorses the ICMM Principals, the IFC Environmental, Health and Safety Guidelines for Mining and the e3Plus Framework for Responsible Exploration.

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ESG – THIRD PARTY OPERATORS

Below, Sandstorm has highlighted selected accomplishments of select operators and have provided links to the various sustainability reports or websites that they produce on a regular basis1. Sandstorm is proud of the accomplishments and the ongoing commitment to responsible production that such operators have demonstrated.



Assets:
Chapada
Cerro Moro
Minera Florida
El Penon
Gualcamayo 

Countries:
Brazil
Argentina

2017 Revenue: 25.0%
Member: GRI

Company Links:
Website
Sustainability Report

Environmental Highlights
Yamana reused and recycled 70% of total water used in 2016, and operations using rainwater accounted for 30% of total water usage at site. Chapada water usage saved 9,012,601 m3 in freshwater consumption in 2016.

Yamana’s tailing management facilities are managed by internal management and reviewed by a third party. The third party found no major weaknesses with tailing facilities and management systems.

Yamana’s greenhouse gases have continued to decrease since 2014. Yamana currently has 13,000 hectares under conservation, and has played a central role in efforts to reintroduce the Chilean Palm tree.

Social Highlights
In 2016, Yamana donated $6.8 million to local communities. Additionally, more than 45% of their workforce comes from local communities, while 80% are from the specific states/provinces where they operate.

Yamana had zero workplace incidents in 2016. 

In 2016, Yamana was recognized by Corporate Knights Magazine as one of the Best 50 Corporate Citizens in Canada, for the 6th year in a row.

Governance Highlights
Yamana is aligned with the Global Reporting Initiative (GRI), as well as International Cyanide Management Code (ICMC), ISO 14001 Environmental Management Systems, OHSAS 18001 Occupational Health and Safety Management Systems, and participates in the World Gold Council’s Conflict-Free Gold Standard.



Asset: Diavik
Country: Canada
2017 Revenue: 10.5%
Member: ICMM

Company Links:
Website
Sustainability Report

Environmental Highlights
Rio Tinto supports the Paris Agreement to limit global warming to less than 2°C above pre-industrial levels. Rio Tinto has made the commitment to reduce Group GHG emissions by 24% between 2008 and 2020, which is on track to be met. 75% of total energy used by Rio Tinto comes from hydro, nuclear and renewable power sources.

The standard used by Rio Tinto for tailings management is consistent with the 6 key elements in the International Council of Mining & Metals’ Tailings Governance Framework.

Rio Tinto has partnered with the International Union for Conservation of Nature (IUCN), with input from BirdLife International, Fauna & Flora International, the UN Environment World Conservation Monitoring Center and the ICMM to develop a new standard for biodiversity protection and natural resource management.

Social Highlights
Rio Tinto’s Communities and Social Performance standards are aligned with international guideline’s such as the International Finance Corporation’s (IFC) Performance Standards on Environmental and Social Sustainability and ICMM’s Position Statement on Indigenous Peoples and Mining.

In 2017, Rio Tinto contributed US$176M to 1,336 programmes covering health, education, environmental protection, housing, and agricultural and business development sectors.

Governance Highlights
Rio Tinto participates in global initiatives such as the Extractive Industries Transparency Initiative, which aims to strengthen governance by improving transparency and accountability in the extractive sector.

Rio Tinto has made voluntary commitments to the OECD Guidelines for Multinational Enterprises, the UN Global Compact and the Voluntary Principles on Security and Human Rights (VPSHR).



Asset: Santa Elena
Country: Mexico
2017 Revenue: 17.0%

Company Links:
Website

Environmental Highlights
First Majestic installed a tailings filtration system at La Encantada which allows for 80% of the water used in the milling process to be recycled back into the circuit. Due to the success of this system, First Majestic adopted a company-wide policy of installing these filters at all of its mining operations.

In 2012, First Majestic was awarded a “Clean Industry Certificate” from the Mexican Environmental Authority at two of its sites. This certification recognizes responsible corporate conduct as related to the environment.

Social Highlights
First Majestic educates elementary and secondary school-aged students at schools with certified teachers at various mine sites. They also provide scholarships for degrees in earth sciences to applicable mine workers’ families.

First Majestic offers free medical assistance to select local communities through organized physical and dental health campaigns. 

First Majestic has built a 10 km water pipe in San Martin, to assist during drought conditions, and has constructed a water treatment facility in Del Toro, which prevents environmental damage to the nearby town.

Governance Highlights
In addition to complying with the national laws of its host countries, First Majestic has been awarded with the prestigious Socially Responsible Business Distinction Award by Centro Mexicana para la Filantropia for six consecutive years (2008-2013).



Asset: Bracemac-McLead
Country: Canada
2017 Revenue: 6.0%
Member: ICMM

Company Link:
Website
Sustainability Report

Environmental Highlights
Glencore sources 19% of its total energy needs through renewable sources, including energy from Glencore-owned renewable energy facilities, use of biofuels, use of bio-based energy from agricultural waste, and electricity from low-carbon national grids.

In 2016, 20 Glencore sites around the world implemented dust reduction programmes, and 14 sites started initiatives to reduce other air emissions. Glencore has developed a Group-wide catastrophic hazard protocol for the management of tailings storage facilities.

Social Highlights
Glencore is a member of the Plenary of the Voluntary Principles on Security and Human Rights Initiative, and works with member governments, extractive sector businesses and non-governmental organizations to optimize their approach to human rights.

In 2016, Glencore spent $84 million on programmes supporting local community development, approximately $3.4 million on infrastructure for water processing and distribution, and $8 million building or maintaining over 4,000 kilometres or roads.

Governance Highlights
Glencore is a signatory to the United Nations Global Compact

Glencore’s sustainability report complies with the core level of the Global Reporting Initiative (GRI) G4 sustainability reporting guidelines and has been externally reviewed and assured by a third party. Glencore also follows the principles of UN Sustainable Development Goals, ICMM, and CDP.



Assets:
Karma
Houndé

Country: Burkina Faso
2017 Revenue: 10.1%

Company Links:
Website

Environmental Highlights
Endeavour works with communities on collaborative initiatives to enhance and protect local diversity. Endeavour also has rigorous monitoring programs to ensure they preserve and protect the environment.

Social Highlights
At Karma, Endeavour has initiated a program to upgrade land that previously could not support agriculture.

Endeavour rebuilt a nursery school in Ghana for pupils from Anwia, Nvezolo, and Bomuakpole communities. Endeavour also has awareness programs to prevent the spread of AIDS, malaria and Ebola in high risk communities.

Governance Highlights
Endeavour complies with relevant industry standards relating to the management of environmental risks, including the International Finance Corporation’s (“IFC”) Performance Standards, the IFC and World Bank Environmental, Health and Safety Guidelines; and the International Cyanide Management Code for Manufacture, Transport and Use of Cyanide in the Production of Gold.

Percentage of Total 2017 Mineral Revenue: 68.6%

This information is based on the public disclosure of the Operator and has not been independently verified by Sandstorm.

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ESG – DIRECT EXPOSURE

Sandstorm Gold has policies and programs in place to manage the ESG risk factors that are directly related to the Company. These policies and programs are regularly reviewed by the Company’s Corporate Social Responsibility (“CSR”) Committee, which reports directly to the CEO and CFO. The social policies and programs discussed below are reflective of the Company’s commitment to a high standard of employee management practices including a safe and inclusive workplace, competitive compensation and benefits, training and learning opportunities and channels for employee engagement. Sandstorm also seeks to incorporate industry best practices with regards to governance, is committed to conducting its business with integrity, maintaining high ethical standards and contributing to the community in which it operates.

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Environment

Sandstorm’s direct environmental impact and carbon footprint is small. The Company operates in an office environment. The Company’s head office is situated in a LEED Gold certified building in Vancouver, British Columbia, Canada. The LEED Canada rating system applies a rigorous internationally-recognized standard measuring and evaluating the effectiveness of a property’s sustainable practices and policies in a range of green categories. LEED addresses whole building cleaning, general maintenance issues, recycling programs, exterior maintenance and systems upgrade or modernization.

Sandstorm occupies approximately one half of one floor in the Vancouver building. Sandstorm has a very small workforce, with extremely limited impact on the environment. Sandstorm has no Scope 1 emission activities or sources within the Company’s operational control to report. Total Scope 2 emissions for the Company include electricity usage, natural gas, and water usage. In 2016, the most recent available information, total electricity used by the Company was 70,815 kWHr, and 480 GJ of natural gas. This is equivalent to 52.7 metric tonnes of CO2E. The Company also used 2.0 million liters of water in 2016. The Company has a robust composting and recycling program that is utilized by all employees.

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Social – Health & Safety, Labour Management

Health & Safety

Sandstorm has a health and safety policy in place that provides a guiding framework for ensuring a safe workplace for its employees. The aim of the policy is to ensure compliance with legal and regulatory requirements and to minimize exposure to health and safety risks. As Sandstorm’s principal activity is providing financing to other businesses in the mining industry, the Company’s exposure to health and safety risks is limited. Sandstorm’s health and safety performance is reviewed annually by the CEO. Sandstorm has had no workplace injuries, occupational diseases or work-related fatalities since it began operations.

Health and Safety Policy

 

Workplace Bullying & Harassment

Sandstorm is committed to creating and maintaining a workplace environment which fosters mutual respect, integrity and professional conduct.  In keeping with this commitment, the Company has established a Workplace Bullying and Harassment Policy and a set of reporting/investigation procedures for all employees relating to the issue of workplace bullying and harassment. The Company will not tolerate bullying or harassment in the workplace and will make every reasonable effort to prevent and eliminate such conduct.

Download the Workplace Bullying & Harassment Policy

 

Diversity

Sandstorm is committed to creating and maintaining a culture of workplace diversity. In keeping with this commitment, Sandstorm has established a diversity policy. “Diversity” is any dimension which can be used to differentiate groups and people from one another and it means the respect for and appreciation of the differences in gender, age, ethnic origin, religion, education, sexual orientation, political belief or disability.

Sandstorm recognizes the benefits arising from employee and board diversity, including a broader pool of high quality employees, improving employee retention, accessing different perspectives and ideas and benefiting from all available talent.  The Company respects and values the perspectives, experiences, cultures and differences that employees possess.  

Download the Diversity Policy

 

Compensation and Benefits

Sandstorm offers comprehensive compensation and benefits packages and broad-based professional development and training opportunities for its employees.  Sandstorm provides a fair living wage to all employees. The following principles guide the Company’s overall compensation philosophy:

  • Compensation is determined on an individual basis by the need to attract and retain talented high-achievers;
  • Calculating  total  compensation  is  set  with  reference  to  the market  for  similar  jobs  in  similar locations;
  • An appropriate portion of total compensation is variable and linked to achievements, both individual and corporate;
  • Internal equity is maintained such that individuals in similar jobs are treated fairly; and
  • The  Company  supports  reasonable  expenses  in  order  that  employees  continuously  maintain  and enhance their skills.

All Sandstorm employees receive a base salary and are considered for incentive bonus compensation annually, at the board’s discretion. Stock-based compensation, extended health benefits, dental benefits and health and wellness benefits are also provided to all staff. Professional development and training opportunities that are relevant to an employee’s role are encouraged and are reimbursed by the Company. Sandstorm also encourages its employees to volunteer and support charitable causes. A charitable donation matching program has been instituted for all employees.

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Governance - Corruption & Instability

Code of Business Conduct & Ethics

The Sandstorm Code of Business Conduct and Ethics is intended to document the principles of conduct to be followed by Sandstorm employees, officers, directors and contractors. Its purpose is to:

  • Promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
  • Promote  avoidance  of  conflicts  of  interest,  including  disclosure  to  an  appropriate person of any material transaction or relationship that reasonably could be expected to give rise to such a conflict;
  • Promote  full,  fair,  accurate,  timely  and  understandable  disclosure  in  reports  and  documents that Sandstorm files with, or submits to, the securities regulators and in other public communications made by Sandstorm;
  • Promote compliance with applicable governmental laws, rules and regulations;
  • Promote the prompt internal reporting to an appropriate person of violations of the code;
  • Promote accountability for adherence to the code;
  • Provide guidance to employees, officers and directors to help them recognize and deal with ethical issues;
  • Provide mechanisms to report unethical conduct; and
  • Help foster Sandstorm’s culture of honesty and accountability.

Download the Code of Business Conduct & Ethics Policy (for employees, officers and directors)

Download the Code of Business Conduct & Ethics policy (for consultants)

 

Anti-Corruption

Sandstorm expects its employees, officers, directors and contractors to promote honest and ethical behavior, to avoid conflicts of interest, to comply with governmental laws and applicable rules and regulations, and to help foster the Company’s culture of honesty and accountability. To this end, Sandstorm has outlined a comprehensive bribery and fraud prevention program which covers topic areas such as bribery, fraud, conflict of interest, administrative corruption, facilitation payments, breach of duty, misuse of authority and criminal activity. All employees, officers, directors and contractors are required to read and sign the policy in order to evidence that they understand and agree to conduct their work in accordance with the terms of the policy.

Download the Bribery & Fraud Prevention Program Policy

Download the 2017 Extractive Sector Transparency Measures Act (ESTMA) Report

 

Whistle Blower

The Company’s whistleblower policy allows for the anonymous submission of any concerns regarding questionable accounting or auditing matters or violations of the Company’s Code of Business Conduct and Ethics. Employees may submit concerns directly to the audit committee using either the whistleblower hotline (a confidential, anonymous and toll-free telephone line available 24 hours a day, 7 days a week) or via mail or email. The audit committee reviews and investigates each complaint and takes appropriate corrective actions.  No complaints were received through the Whistle Blower hotline in 2017.

Download the Whistle Blower Policy

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Governance – Corporate Governance

Sandstorm has implemented committees, policies and programs in keeping with corporate governance best practices. An overview of the Company's corporate governance framework is outlined below.

 

Audit Committee Charter

The primary function of the audit committee is to assist the board of directors in fulfilling its financial oversight responsibilities by reviewing the financial reports and other financial information provided by Sandstorm to regulatory authorities and shareholders. The audit committee also oversees the Company’s systems of internal controls regarding finance and accounting, and the Company’s auditing, accounting and financial reporting processes.  Consistent with this function, the audit committee will encourage continuous improvement of, and  should  foster  adherence  to, governance best practices.

Download the Audit Committee Charter

 

Corporate Governance and Nominating Committee

The corporate governance and nominating committee is in place to provide a focus on governance that will enhance Sandstorm Gold’s performance, to assess and make recommendations regarding the board of directors effectiveness and to establish and lead the process for identifying, recruiting, appointing, re-appointing and providing ongoing development for directors.

Download the Terms of Reference for the Corporate Governance & Nominating Committee

 

Compensation Committee

A compensation  committee  has  been  established  by  the  board  of  directors of Sandstorm to assist the board with ensuring that the Company has a compensation plan that is both motivational  and  competitive  for  executive  officers  and  other  members  of  senior  management  so that it will attract, hold and inspire performance of executive management of a quality and nature that will enhance the sustainable profit-ability and growth of the Company.

Download the Terms of Reference for the Compensation Committee

 

Disclosure

The communications and corporate disclosure policy is intended to assist Sandstorm in fulfilling its obligations to ensure that all information relevant and material to the Company’s shareholders and the market is disclosed in a timely manner.

Download the Disclosure Policy

 

Stock Trading

Canadian  and  United  States  securities  laws  prohibit  “insider  trading”  and  impose  restrictions  on  trading in securities while in possession of material undisclosed information. The rules and procedures outlined in the Company’s stock trading policy have been  implemented  in  order  to  prevent  improper  trading  in  the  securities  of  Sandstorm  or of companies with which the Company has a significant business relationship or with which the Company  is proposing to enter into a business transaction.

Download the Stock Trading Policy

 

Stock Ownership

The board of directors of Sandstorm believes that it is in the best interest of the Company and its shareholders to align the financial interests of Sandstorm’s executives and non-employee members of the board with those of the Company’s shareholders.  In this regard, the corporate governance & nominating committee of the board has recommended, and the board has adopted, guidelines for minimum stock ownership.

Download the Stock Ownership Guidelines Policy

 

Clawback Policy

The  board  of  directors  of  Sandstorm has  adopted a clawback policy in order to maintain a culture of focused, diligent and responsible management which  discourages  conduct  detrimental  to  the  growth  of  the  Company   and to ensure that incentive-based compensation paid by the Company is based upon accurate financial data. The clawback policy applies in the event of a material restatement of the Company’s financial results as a result of material non-compliance with financial reporting requirements.

Download the Clawback Policy

 

Anti-Hedging

The objective of the anti-hedging policy is to prohibit those subject to it from directly or indirectly engaging in hedging against future declines in the market value of any securities of the Company through the purchase of financial instruments designed to offset such risk. The board of directors of Sandstorm believes that it is inappropriate for directors, officers or employees of the Company or its respective subsidiary entities or, to the extent practicable, any other person (or their associates) in a special relationship with the Company, to hedge or monetize transactions to lock in the value of holdings in the securities of the Company.  Such transactions, while allowing the holder to own the Company’s securities without the full risks and rewards of ownership, potentially separate the holder’s interests from those of other stakeholders and, particularly in the case of equity securities, from the public shareholders of the Company.

Download the Anti-Hedging Policy

 

Majority Voting Policy

The board of directors of Sandstorm has adopted a majority voting policy to improve corporate governance standards and to enhance transparency and improve the governance dialogue between issuers, security holders, and other stakeholders.

Download the Majority Voting Policy

 

Position Descriptions

The board of directors of Sandstorm has developed a written role statement for the chief executive officer and the non-executive chairman of the board.

Download the CEO Position Description

Download the Chairman of the Board Position Description

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