We integrate governance, environmental, and social factors into each area of our business and our day-to-day decision-making. We remain committed to maintaining the high governance and transparency standards we have established as a responsible mining company, and we recognize the importance of having an integrated approach to managing our operations, risks, and stakeholder relationships.

Board & Committee governance

Responsibility and accountability for B2Gold’s overall corporate governance rests with the Board. The Board Charter states that the Board guides the Company’s strategic direction, evaluates the performance of its senior executives and reviews its financial results, taking into account the interests of shareholders in the preservation and enhancement of the Company’s value and long-term financial strength.

The Board fulfills its mandate directly and through its four standing committees:

Board of Directors

Our Board of Directors consists of ten directors. With the exception of two directors, the remaining members of our Board are all independent from management.

Board Composition

Collectively, the Board has extensive and diverse experience in corporate governance, mining, geology, finance, accounting, international business, and sustainability. In 2021, the Board adopted a Diversity Policy, which includes a commitment to promote and achieve gender diversity on the Board and at the corporate management level. In line with this policy, the Company has established a target to achieve at least a 30% female composition for the Board and corporate management. We are pleased to report that this target was met for the Board as of January 1, 2023, with the appointment of Lisa Pankratz to the Board.

BOARD AND EXECUTIVE COMPENSATION

The Compensation Committee of the Board of Directors is responsible for ensuring that compensation paid to eligible executives is fair, reasonable and competitive, and consistent with the Company’s compensation philosophy. The Board provides shareholders with an annual opportunity to provide feedback on our approach to executive compensation by holding a non-binding advisory vote on executive compensation (commonly referred to as “Say on Pay”).

Annually, B2Gold files the Report on Voting Results from all matters voted on at the AGM on SEDAR and announces the results in a news release the day following the AGM.

Code of Business Conduct and Ethics

B2Gold’s Code of Business Conduct and Ethics (the Code) and related policies and procedures outline the standards of ethical behaviour that we expect from our people and those working on our behalf around the world and it commits them to conducting business in accordance with all applicable laws, rules and regulations, and to the highest ethical standards.

We do not tolerate bribery or corruption. 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. B2Gold employees receive training on the Code, Anti-Corruption Policy and Non-Discrimination and Harassment Policy as part of their orientation.

We encourage all B2Gold personnel to promptly report any suspected violations of the Code, including the option to report these concerns anonymously via our Whistleblower Hotline. In accordance with our Whistleblower Policy our personnel may disclose concerns about actual or suspected Code violations or other unlawful conduct without fear of retaliation. Other violations related to discrimination or harassment matters can be reported according to the Employee Grievance Procedure, which is aligned with the Non- Discrimination and Harassment Policy.

We are committed to maintaining the confidentiality of reports received to the fullest extent possible. The Company will not tolerate any retaliation or reprisal against anyone who, in good faith, reports a potential breach of the Code or the Non-Discrimination and Harassment Policy.

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.