HudBay Minerals Inc. 2010 Annual Report

CORPORATE GOVERNANCE
HudBay’s governance practices reflect the structure and
processes we believe are necessary to promote the interests of
shareholders and the effective functioning of the Board and its
committees. They also establish a common set of performance
expectations for the Board and the senior management team.
Their primary mandate is to oversee the business of the
company and provide guidance to management so as to
assist in meeting corporate objectives and maximizing
shareholder value. The Board discharges its responsibilities
directly or through five committees – the Audit Committee,
the Compensation Committee, the Corporate Governance and
Nominating Committee, the Environmental, Health and Safety
(EHS) Committee and the Technical Committee.
We have adopted a Code of Business Conduct and Ethics that
sets out basic principles for directors, officers and employees
on the conduct and ethical decision-making integral to their
work. In conjunction with the Code, we have established a
toll-free compliance hotline to allow for anonymous reporting of
suspected violations. More information is posted on our website.
G. Wesley Voorheis Corporate Governance and Nominating Committee (Chair)
Chairman of the Board
Mr. Voorheis is the Managing Director of VC & Co. Incorporated and a Partner of Voorheis & Co. LLP,
which act as strategic advisors to institutional and other shareholders, including private equity and
hedge funds. Mr. Voorheis has a number of corporate directorships. He was previously the Chief
Executive Officer and a director of Hollinger Inc. He also acted as an advisor to the institutional
shareholders of YBM Magnex International, Inc. and subsequently as Chairman of its Board of
Directors. Mr. Voorheis was also a member of the Board of Directors of Sun-Times Media Group, Inc.
and Atlas Cold Storage Holdings Inc. Prior to the establishment of Voorheis & Co. LLP in 1995,
Mr. Voorheis was a partner in a major Toronto law firm.
David Garofalo
President and Chief Executive Officer
Environmental, Health and Safety Committee
Mr. Garofalo joined HudBay as President and Chief Executive Officer in July 2010. Previously, Mr. Garofalo
served as Senior Vice President, Finance and Chief Financial Officer with Agnico-Eagle Mines Limited
from 1998 to 2010 and as Treasurer and in various finance roles with Inmet Mining Corporation from
1990 to 1998. Mr. Garofalo was named Canada’s CFO of the Year by Financial Executives International
Canada (2009) and TopGun CFO by Brendan Wood International (2009 and 2010) and was given the
IR Magazine awards for Best Investor Relations by a CFO (2009 and 2010) and Best Investor Relations
by a CEO (2011). Mr. Garofalo is a graduate of the University of Toronto (B.Comm.) and a Chartered
Accountant and is a certified director of the Institute of Corporate Directors (ICD.D). He also serves on
the Board of Directors of York Central Hospital Foundation and Malbex Resources Inc.
J. Bruce Barraclough Audit Committee (Chair), Compensation Committee,
Environmental, Health and Safety Committee
Mr. Barraclough worked for Ernst & Young LLP for 37 years, 27 as a partner, until his retirement on
June 30, 2008. Mr. Barraclough holds an MBA from the Schulich School of Business and a Bachelor
of Applied Science from the University of Toronto. He is also a Fellow of the Institute of Chartered
Accountants of Ontario (FCA) and holds the designation of Chartered Director (C.Dir.) from The Directors
College (a joint venture of McMaster University and the Conference Board of Canada).
22 HudBay Minerals Inc. 2010 Annual Report