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Corporate Governance

Corporate Governance

At Routes Mines Gold Limited, we prioritize corporate governance as the foundation of our operational integrity and success. Our commitment to transparency, accountability, and ethical conduct ensures that we operate in the best interests of our stakeholders. We adhere to stringent regulatory standards and foster a culture of continuous improvement to maintain the highest levels of corporate responsibility. Our governance framework is designed to promote sustainable growth, enhance shareholder value, and protect the interests of our employees, communities, and the environment. Through robust oversight and strategic leadership, we aim to achieve our business objectives while maintaining public trust and upholding our corporate values.

Key Elements of Our Corporate Governance

Board of Directors

Our Board of Directors comprises experienced professionals who provide strategic oversight and guide the company's direction with expertise and integrity.

Executive Leadership

The executive leadership team is responsible for the day-to-day management of the company, ensuring alignment with our strategic goals and governance principles.

Audit Committee

The Audit Committee oversees financial reporting, internal controls, and audit processes to ensure accuracy and compliance with regulatory standards.

Risk Management

Our comprehensive risk management framework identifies, assesses, and mitigates risks to safeguard the company's assets and ensure business continuity.

Shareholder Rights

We respect and protect the rights of our shareholders, ensuring transparent communication, fair treatment, and opportunities for meaningful engagement.

Continuous Improvement

Dedicate ourselves to continuous improvement, always seeking ways to innovate and enhance our processes and outcomes."

Articles

Audit Committee

The Company has established an Audit Committee. The primary objective of the Audit Committee is to act as a liaison between the Board and the Company’s independent auditors and to assist the Board in fulfilling its oversight responsibilities with respect to the financial statements and other financial information provided by the Company to its shareholders, the public and others; the Company’s compliance with legal and regulatory requirements; the qualification, independence and performance of the auditors; and the Company’s risk management and internal financial and accounting controls. The members of the Audit Committee are Ian He(Chairman), Shree Sashtiree Moti Ji.

Nominating and Corporate Governance Committee

The Company has established a Nominating and Corporate Governance Committee. The primary duties of the Nominating and Corporate Governance Committee are to provide recommendations to the Board regarding candidates to fill vacancies on the Board and the Board Committees and to monitor the conduct of corporate governance by the Company. The members of the Nominating and Corporate Governance Committee are Wei Shao (chairman), Shree Sashtiree Moti Ji.

Compensation and Benefits Committee

The Company has established a Compensation and Benefits Committee. The primary duties of the Compensation and Benefits Committee are to review and provide recommendations to the Board in relation to the compensation, remuneration and other benefits paid to the senior executives and directors of the Company and to ensure that the levels of remuneration and compensation paid are appropriate. The members of the Compensation and Benefits Committee are Mr. Aalook (Chairman).

Health, Safety and Environmental Committee

Environmental Committee. The primary duties of the Health, Safety and Environmental Committee are to review the Company’s environmental, health, safety and corporate social responsibility policies and programs and to oversee the Company’s performance in relation to its health, safety, environmental and corporate social responsibility objectives. This role includes monitoring the Company’s compliance with applicable health, safety and environmental laws and regulations.

Mandate, Appointment, Election and Removal of Directors

The Company has established procedures for its shareholders to propose a person for election as a director.