Corporate Governance

Code of Ethics and Business Conduct

B2Gold’s Code of Ethics and Business Conduct (the Code) and related policies and procedures outline the standards of accountability and ethical behaviour that we expect from every employee, officer, director, and business partner, vendor and contractor working with us or acting on our behalf. These are not just policies to set out expectations on adequate conduct and legal behaviour, they are guiding tools based on the values that define of our culture and how we work.

B2Gold has a ZERO-TOLERANCE policy on bribery, corruption, and any other form of unethical behaviour. The Company has adopted an Anti-Corruption Policy that clearly states the Company’s position against bribery and corruption and sets out requirements to ensure compliance with applicable laws and regulations. B2Gold is also focus on promoting a workplace that is diverse, inclusive, and equitable. The Company does not tolerate discrimination and harassment of any kind and has formalized its commitment in its Non-Discrimination and Harassment Policy. We are committed to acting professionally, honourably, with integrity, and in compliance with all applicable laws and regulations in all business dealings and relationships.

The Board’s Audit Committee and Corporate Governance and Nominating Committee are responsible for monitoring compliance with the Code and related policies and procedures, including the Anti-Corruption Policy and Non-Discrimination and Harassment Policy. Employees are trained on relevant policies at their orientation and regularly, depending on their specific role. 

All employees and stakeholder are encouraged to raise concerns about actual or potential violations of the Code, policies or the law. While issues can be communicated directly to management, B2Gold has implemented an Ethics Helpline, which is a mechanism to raise concerns and ask questions in a confidential and anonymous manner. The Ethics Helpline is a non-emergency channel operated by an independent third party and it is available 24-hours a day. Issues reported through the Ethics Helpline are treated equally, whether they are submitted anonymously or not. Reports are managed on a need-to-know basis: only those who need to be involved will know about it. Reports are kept confidential by the individuals involved with reviewing and, if necessary, investigating it. On a quarterly basis, the Audit Committee receives an update on all the reports received through the Ethics Helpline. B2Gold does not tolerate any retaliation or reprisal against anyone who, in good faith, asks a question; reports conduct that may be inconsistent with our Code, our policies, or the law; or assists in an investigation of suspected wrongdoing.

Ethics Helpline

Disclosure, Confidentiality & Insider Trading Policy

Ensuring transparency and compliance in our communications is essential to maintaining trust and integrity in how we operate.

B2Gold’s Disclosure, Confidentiality & Insider Trading Policy outlines our commitment to meeting all disclosure obligations under Canadian and U.S. securities laws. It ensures that material information is shared accurately, fairly, and consistently; that confidential information is protected; and that trading based on undisclosed information is strictly prohibited.

Supplier Code of Business Conduct and Ethics

At B2Gold, we are committed to conducting business responsibly and in alignment with our core values of fairness, respect, transparency, and accountability. Our Supplier Code of Business Conduct and Ethics outlines our expectations for suppliers to share these commitments and uphold international human rights and labour standards. We work collaboratively with communities, governments, and suppliers who comply with all applicable laws and B2Gold’s policies, proactively addressing potential impacts. B2Gold partners with suppliers in good faith to resolve issues but may conduct audits or terminate contracts if these principles are not met.

Majority Voting Policy

B2Gold’s Majority Voting Policy (hyperlinked) reflects our commitment to strong corporate governance and accountability to our shareholders. The policy ensures that each member of our Board of Directors maintains the confidence and support of shareholders by requiring any director who does not receive a majority of votes in favour to tender their resignation. The Board, guided by the Corporate Governance and Nominating Committee, will review and decide whether to accept the resignation, reinforcing transparency and shareholder trust in our governance process.

Advance Notice Policy

B2Gold’s Advance Notice Policy supports transparency and fairness in the director nomination process. The policy establishes clear deadlines and disclosure requirements for shareholders who wish to nominate directors, ensuring that all shareholders receive adequate notice and information to make informed voting decisions. By promoting an orderly and efficient meeting process, the policy helps uphold strong governance practices and shareholder confidence in B2Gold’s leadership.

Articles of Incorporation

B2Gold’s Constating Documents of Incorporation can be found here.

Risk Management

Identifying, managing, and effectively dealing with risk is an integral part of how we protect and create sustainable value throughout our business.

B2Gold’s risk profile is broad and can change significantly as we explore and operate in sometimes volatile geopolitical regions. Our risk management process enables us to identify, evaluate, and manage the risks inherent to our operations.

Cybersecurity

B2Gold places critical importance on the integrity of our IT systems and their resilience to cybersecurity threats. We have in place a number of policies and standards (e.g., Acceptable IT Systems Use Policy, Data Access and Protection Policy, Vulnerability Management Standard) relating to the use of Company devices, data privacy and cybersecurity.

Our comprehensive and multi-layered defence strategy combats cybersecurity threats and includes the following elements:

• An internal program for data protection and cybersecurity protocols, based on a proven control framework and the provision of maturity metrics to the Board;
• Provision of annual cybersecurity education and attack simulation training for employees;
• Annual external security assessments and penetration testing exercises;
• A library of technical policies and standards to support secure systems implementation and IT operational practices;
• Collaboration with third-party service providers and vendors to ensure that resources are in place to modify or enhance protective measures, or to investigate and remediate any vulnerabilities;
• Protocols for managing a breach and ensuring business continuity; and
• Cybersecurity incident response training exercises for IT teams and managers.

B2Gold’s COO has executive management responsibility for IT and cybersecurity. The mandate of the HSESS Committee includes the ongoing review of IT security risks. The HSESS Committee receives quarterly IT and cybersecurity updates from IT management and reviews the Company’s IT security risks, management measures, and performance to ensure the confidentiality, integrity, and availability of its IT systems and data.