We do not operate mines.
So we are careful whose we own.
A royalty holder's responsibility is exercised twice: in what it chooses to buy, and in how it governs itself.
Metalla runs an office in Vancouver. We have no pits, no plants, no tailings facilities and no workforce underground, therefore our direct environmental and social footprint is negligible.
We are also not involved in, nor do we control the operating decisions of our royalty partners, where our decisions actually matter is upstream of everything else at the time an investment decision is made. Through rigorous due diligence we choose which assets to acquire a royalty over, and which companies to partner with for the life of a mine. Those choices are governed by policies the board has adopted, applied by a board that is six-sevenths independent, and reviewed by four standing committees (as applicable).
What responsibility means for a company that owns no mines
Most mining ESG disclosure describes operations: water drawn, tonnes moved, hours worked, communities engaged. Metalla has none of those to describe, and a page that borrowed the format would be misleading.
What we have instead is a portfolio of long-dated interests in other companies' operations. A royalty typically lasts as long as the ground produces, which means we are tied to an asset and an operator for decades and cannot simply sell out of a problem the way a shareholder can. That length is the reason the diligence matters.
It also sets an honest limit, and we would rather state it than talk around it. We do not control how any of these mines are run. We do not set the mine plan, sit on operating committees or direct environmental or community programmes. What we control is which assets we underwrite, which counterparties we accept, and what we do when an operator's conduct changes.
Screened before, monitored after
Environmental risk is assessed as part of underwriting every acquisition and tracked afterwards through external disclosure. The Environment and Sustainability Policy adopted by the board sets the standard we apply.
Social licence is an investment risk
A project without community and government support does not get permitted, does not get built and never pays a royalty. Community standing is therefore assessed as a commercial risk factor, not as a separate exercise.
Ours, and our counterparties'
Six of our seven directors are independent of management, the chair is not the chief executive, and four standing committees oversee audit, compensation, nominations, and environmental, social and governance matters. When we evaluate a counterparty, we assess its governance track record, disclosure quality and board oversight — we do not require it to mirror our committee structure.
Where ESG enters the investment process
Our principal business is acquiring and managing royalties and streams. Responsibility is built into that process rather than run alongside it, because for a royalty holder the two questions are the same question: will this project actually succeed?
Evaluating the asset before we invest
Before an acquisition, we evaluate the technical, legal and commercial risk factors attached to the mineral asset, and the environmental and social risks that could delay or prevent it being permitted and built. The board's Investment Policy requires compliance with our Environment and Sustainability Policy as part of that assessment.
Evaluating the counterparty before we invest
We are buying a decades-long exposure to a company as much as to an orebody. Operator track record, disclosure quality and governance are part of the decision. Eight of our ten largest assets are held by operators with market capitalizations above US$5 billion, among them Agnico Eagle, IAMGOLD, First Quantum Minerals and Lundin Mining, companies that carry their own published environmental and social commitments.
Monitoring after the fact
A royalty does not end at closing of the acquisition. We continue to monitor both the asset and the operating company through the operator's public disclosure for the life of the interest, because a project that runs into environmental, community or permitting trouble is a project that stops paying.
Board oversight
The Environmental, Social and Governance Committee, established under a charter adopted by the board, oversees this framework and the policies that support it. All of its members are independent of management.
“Corporate responsibility, sustainability, environmental, social and governance: we think of all of it as doing the right thing. That approach is formalized in a set of policies the board and management have developed and adopted, and every one of them is published below. We would rather be judged on documents anyone can read than on language anyone can write.”
How the board is put together
Metalla is incorporated in British Columbia and listed on NYSE American and the TSX Venture Exchange. Our governance framework is set by Canadian corporate and securities law, and by NYSE American standards applied as a foreign private issuer.
Board structure
The four standing committees
Audit
Financial reporting, internal controls, the external auditor's independence and the pre-approval of non-audit services. Constituted to meet Canadian and United States audit committee independence requirements.
Compensation
Executive and director compensation, incentive plan design, and the share ownership and compensation recovery policies.
Corporate Governance & Nominating
Board composition and succession, director nominations, governance practices, and the diversity policy.
Environmental, Social and Governance
The company's environmental and social policies, the ESG framework applied to investment decisions, and reporting to the board on both.
Current committee membership and chairs are set out in our most recent management information circular, on the AGM page. Membership is not repeated here so that it cannot fall out of date between meetings.
Listing standards and home-country practice
As a Canadian issuer listed on NYSE American, Metalla follows certain home-country practices in place of NYSE American corporate governance standards, as that exchange permits. The specific differences, covering meeting quorum, proxy solicitation and shareholder approval thresholds for share issuances, are set out in the NYSE American Corporate Governance Differences statement published below.
Rules that apply regardless of home-country practice are followed directly. These include the United States audit committee independence requirements and the compensation recovery standard adopted under SEC Rule 10D-1, for which the board adopted a Clawback Policy in November 2023.
Charters and policies, published in full
Every governance and responsibility document the board has adopted, grouped by what it does. Dates are the date of adoption or most recent amendment.
Board and committee charters
Conduct and compliance
Environment, sustainability and investment
Listing standards
What we publish, and what we do not yet
Metalla does not publish a standalone ESG report, and we do not publish environmental or social performance metrics. For a company with no operations, most of the metrics that populate a mining ESG report would either be blank or belong to somebody else, and we would rather publish nothing than publish something that measures the wrong entity.
What we do publish is every policy and charter the board has adopted, in full and unedited, alongside the annual disclosure in our management information circular and Annual Information Form. Those documents state what we hold ourselves to, and they can be read against what we actually do.
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Notes
Board and committee information. Board composition and independence determinations are those made by the board and disclosed in our most recent management information circular. Committee membership and chairs change between annual meetings and are published in the circular rather than repeated on this page.
Documents. The charters and policies above are published as adopted by the board. Where a document has been amended, the date shown is the date of the most recent amendment. Documents marked “Current” have not been separately dated by the board.
Forward-looking information. Statements on this page about how Metalla intends to apply its policies are forward-looking. See our Legal Disclosures for the full statement.
Metalla Royalty & Streaming Ltd. is listed on NYSE American and the TSX Venture Exchange under the symbol MTA.