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Hudbay Minerals Inc. – ‘40-F’ for 12/31/23 – ‘EX-97.1’

On:  Thursday, 3/28/24, at 10:08am ET   ·   For:  12/31/23   ·   Accession #:  1062993-24-7306   ·   File #:  1-34244

Previous ‘40-F’:  ‘40-F’ on 3/31/23 for 12/31/22   ·   Latest ‘40-F’:  This Filing   ·   1 Reference:  By:  Hudbay Minerals Inc. – ‘F-10’ on 3/28/24

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/28/24  Hudbay Minerals Inc.              40-F       12/31/23  198:26M                                    Newsfile Corp./FA

Annual Report by a Canadian Issuer   —   Form 40-F   —   SEA’34

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 40-F        Annual Report by a Canadian Issuer -- form40f       HTML    106K 
 2: EX-97.1     Clawback Policy re: Recovery of Erroneously         HTML     64K 
                Awarded Compensation -- exhibit97-1                              
 3: EX-99.1     Miscellaneous Exhibit -- exhibit99-1                HTML    823K 
12: EX-99.10    Miscellaneous Exhibit -- exhibit99-10               HTML     51K 
 4: EX-99.2     Miscellaneous Exhibit -- exhibit99-2                HTML   3.34M 
 5: EX-99.3     Miscellaneous Exhibit -- exhibit99-3                HTML   2.41M 
 6: EX-99.4     Miscellaneous Exhibit -- exhibit99-4                HTML     53K 
 7: EX-99.5     Miscellaneous Exhibit -- exhibit99-5                HTML     55K 
 8: EX-99.6     Miscellaneous Exhibit -- exhibit99-6                HTML     54K 
 9: EX-99.7     Miscellaneous Exhibit -- exhibit99-7                HTML     52K 
10: EX-99.8     Miscellaneous Exhibit -- exhibit99-8                HTML     52K 
11: EX-99.9     Miscellaneous Exhibit -- exhibit99-9                HTML     52K 
18: R1          Document and Entity Information                     HTML    113K 
19: R2          Consolidated Balance Sheets                         HTML    144K 
20: R3          Consolidated Income Statements                      HTML    122K 
21: R4          Consolidated Statements of Cash Flows               HTML    149K 
22: R5          Consolidated Statements of Comprehensive Income     HTML     91K 
23: R6          Consolidated Statements of Changes in Equity        HTML     93K 
24: R7          Reporting entity                                    HTML     57K 
25: R8          Basis of preparation                                HTML     77K 
26: R9          Material accounting policies                        HTML    166K 
27: R10         New standards                                       HTML     58K 
28: R11         Acquisition of Copper Mountain Mining Corporation   HTML    101K 
29: R12         Acquisition of Rockcliff Metals Corporation         HTML     64K 
30: R13         Revenue and expenses                                HTML    174K 
31: R14         Cash and cash equivalents                           HTML     55K 
32: R15         Trade and other receivables                         HTML     64K 
33: R16         Inventories                                         HTML     68K 
34: R17         Other financial assets                              HTML     67K 
35: R18         Intangibles and other assets                        HTML     72K 
36: R19         Goodwill                                            HTML     63K 
37: R20         Property, plant and equipment                       HTML    180K 
38: R21         Trade and other payables                            HTML     63K 
39: R22         Other liabilities                                   HTML     62K 
40: R23         Other financial liabilities                         HTML     79K 
41: R24         Gold prepayment liability                           HTML     64K 
42: R25         Lease liabilities                                   HTML     77K 
43: R26         Long-term debt                                      HTML     82K 
44: R27         Deferred revenue                                    HTML     75K 
45: R28         Environmental and other provisions                  HTML    156K 
46: R29         Pension obligations                                 HTML    190K 
47: R30         Other employee benefits                             HTML    132K 
48: R31         Income and mining taxes                             HTML    151K 
49: R32         Share capital                                       HTML     75K 
50: R33         Share-based compensation                            HTML    144K 
51: R34         Earnings per share                                  HTML     61K 
52: R35         Capital management                                  HTML     57K 
53: R36         Financial instruments                               HTML    374K 
54: R37         Commitments                                         HTML     63K 
55: R38         Related parties                                     HTML     86K 
56: R39         Supplementary cash flow information                 HTML     78K 
57: R40         Non-Controlling Interest                            HTML     76K 
58: R41         Segmented information                               HTML    192K 
59: R42         Material accounting policies (Policies)             HTML    204K 
60: R43         Acquisition of Copper Mountain Mining Corporation   HTML     97K 
                (Tables)                                                         
61: R44         Acquisition of Rockcliff Metals Corporation         HTML     61K 
                (Tables)                                                         
62: R45         Revenue and expenses (Tables)                       HTML    173K 
63: R46         Trade and other receivables (Tables)                HTML     63K 
64: R47         Inventories (Tables)                                HTML     66K 
65: R48         Other financial assets (Tables)                     HTML     66K 
66: R49         Intangibles and other assets (Tables)               HTML     70K 
67: R50         Goodwill (Tables)                                   HTML     57K 
68: R51         Property, plant and equipment (Tables)              HTML    173K 
69: R52         Trade and other payables (Tables)                   HTML     62K 
70: R53         Other liabilities (Tables)                          HTML     61K 
71: R54         Other financial liabilities (Tables)                HTML     79K 
72: R55         Gold prepayment liability (Tables)                  HTML     65K 
73: R56         Lease liabilities (Tables)                          HTML     77K 
74: R57         Long-term debt (Tables)                             HTML     82K 
75: R58         Deferred revenue (Tables)                           HTML     73K 
76: R59         Environmental and other provisions (Tables)         HTML    151K 
77: R60         Pension obligations (Tables)                        HTML    190K 
78: R61         Other employee benefits (Tables)                    HTML    137K 
79: R62         Income and mining taxes (Tables)                    HTML    153K 
80: R63         Share capital (Tables)                              HTML     72K 
81: R64         Share-based compensation (Tables)                   HTML    150K 
82: R65         Earnings per share (Tables)                         HTML     60K 
83: R66         Financial instruments (Tables)                      HTML    357K 
84: R67         Commitments (Tables)                                HTML     60K 
85: R68         Related parties (Tables)                            HTML     85K 
86: R69         Supplementary cash flow information (Tables)        HTML     77K 
87: R70         Non-Controlling Interest (Tables)                   HTML     76K 
88: R71         Segmented information (Tables)                      HTML    192K 
89: R72         Reporting entity (Narrative) (Details)              HTML     63K 
90: R73         Material accounting policies (Narrative) (Details)  HTML     60K 
91: R74         Acquisition of Copper Mountain Mining Corporation   HTML     86K 
                (Narrative) (Details)                                            
92: R75         Acquisition of Copper Mountain Mining Corporation   HTML     62K 
                (Schedule of detailed information about                          
                consideration transferred) (Details)                             
93: R76         Acquisition of Copper Mountain Mining Corporation   HTML    101K 
                (Schedule of detailed information about                          
                identifiable assets acquired and liabilities                     
                assumed) (Details)                                               
94: R77         Acquisition of Copper Mountain Mining Corporation   HTML     69K 
                (Schedule of detailed information about goodwill                 
                upon acquisition) (Details)                                      
95: R78         Acquisition of Rockcliff Metals Corporation         HTML     62K 
                (Narrative) (Details)                                            
96: R79         Acquisition of Rockcliff Metals Corporation         HTML     68K 
                (Schedule of detailed information about                          
                identifiable assets acquired and liabilities                     
                assumed) (Details)                                               
97: R80         Revenue and expenses (Narrative) (Details)          HTML     88K 
98: R81         Revenue and expenses (Schedule of detailed          HTML     87K 
                information about revenue) (Details)                             
99: R82         Revenue and expenses (Schedule of depreciation and  HTML     60K 
                amortization expense) (Details)                                  
100: R83         Revenue and expenses (Schedule of detailed          HTML     81K  
                information about share-based expense (Recoveries)               
                (Details)                                                        
101: R84         Revenue and expenses (Schedule of detailed          HTML     84K  
                information about employee benefits expense)                     
                (Details)                                                        
102: R85         Revenue and expenses (Schedule of other operating   HTML     77K  
                expenses) (Details)                                              
103: R86         Revenue and expenses (Schedule of finance income    HTML     92K  
                and expenses) (Details)                                          
104: R87         Trade and other receivables (Narrative) (Details)   HTML     54K  
105: R88         Trade and other receivables (Schedule of detailed   HTML     66K  
                information about trade and other receivables)                   
                (Details)                                                        
106: R89         Inventories (Narrative) (Details)                   HTML     60K  
107: R90         Inventories (Schedule of detailed information       HTML     73K  
                about inventories) (Details)                                     
108: R91         Other financial assets (Schedule of other           HTML     70K  
                financial assets) (Details)                                      
109: R92         Intangibles and other assets (Narrative) (Details)  HTML     58K  
110: R93         Intangibles and other assets (Schedule of detailed  HTML     71K  
                information about intangible assets) (Details)                   
111: R94         Goodwill (Narrative) (Details)                      HTML     63K  
112: R95         Goodwill (Schedule of changes in goodwill)          HTML     60K  
                (Details)                                                        
113: R96         Property, plant and equipment (Narrative)           HTML     75K  
                (Details)                                                        
114: R97         Property, plant and equipment (Schedule of          HTML    142K  
                detailed information about property, plant and                   
                equipment) (Details)                                             
115: R98         Trade and other payables (Schedule of detailed      HTML     65K  
                information about trade and other payables)                      
                (Details)                                                        
116: R99         Other liabilities (Schedule of other current        HTML     63K  
                liabilities) (Details)                                           
117: R100        Other financial liabilities (Schedule of detailed   HTML     76K  
                information about other financial liabilities)                   
                (Details)                                                        
118: R101        Other financial liabilities (Schedule of detailed   HTML     62K  
                information about changes in other financial                     
                liabilities at amortized cost) (Details)                         
119: R102        Gold prepayment liability (Schedule of detailed     HTML     54K  
                information about gold prepayment liabilities)                   
                (Details)                                                        
120: R103        Gold prepayment liability (Schedule of detailed     HTML     60K  
                information about changes in gold prepayment                     
                liability) (Details)                                             
121: R104        Lease liabilities (Narrative) (Details)             HTML     59K  
122: R105        Lease liabilities (Schedule of additional           HTML     68K  
                information about leasing activities for lessee)                 
                (Details)                                                        
123: R106        Lease liabilities (Schedule of expenses recognized  HTML     61K  
                to leases for which exemption applied) (Details)                 
124: R107        Long-term debt (Narrative) (Details)                HTML    130K  
125: R108        Long-term debt (Schedule of borrowings) (Details)   HTML     59K  
126: R109        Long-term debt (Schedule of detailed information    HTML     78K  
                about borrowings) (Details)                                      
127: R110        Deferred revenue (Narrative) (Details)              HTML     66K  
128: R111        Deferred revenue (Schedule of changes in deferred   HTML     66K  
                revenue) (Details)                                               
129: R112        Deferred revenue (Schedule of detailed information  HTML     57K  
                about deferred revenue) (Details)                                
130: R113        Environmental and other provisions (Narrative)      HTML     60K  
                (Details)                                                        
131: R114        Environmental and other provisions (Schedule of     HTML     94K  
                changes in provisions) (Details)                                 
132: R115        Environmental and other provisions (Schedule of     HTML     73K  
                detailed information about provisions) (Details)                 
133: R116        Pension obligations (Narrative) (Details)           HTML     90K  
134: R117        Pension obligations (Schedule of additional         HTML     85K  
                information about defined benefit plans) -                       
                (Details)                                                        
135: R118        Pension obligations (Schedule of additional         HTML     62K  
                information about defined benefit plans, balance                 
                by member group) - (Details)                                     
136: R119        Pension obligations (Schedule of changes in fair    HTML     77K  
                value of plan assets) - (Details)                                
137: R120        Pension obligations (Schedule of net defined        HTML     61K  
                benefit liability (Asset)) - (Details)                           
138: R121        Pension obligations (Schedule of detailed           HTML     60K  
                information about pension obligation) - (Details)                
139: R122        Pension obligations (Schedule of detailed           HTML     73K  
                information about pension expense) - (Details)                   
140: R123        Pension obligations (Schedule of detailed           HTML     66K  
                information about remeasurement on net defined                   
                benefit liability) - (Details)                                   
141: R124        Pension obligations (Schedule of defined benefit    HTML     76K  
                plan, assumptions used) - (Details)                              
142: R125        Pension obligations (Schedule of fair value of      HTML     96K  
                plan assets) - (Details)                                         
143: R126        Other employee benefits (Narrative) (Details)       HTML     84K  
144: R127        Other employee benefits (Schedule of additional     HTML     78K  
                information about other employee benefit plans) -                
                (Details)                                                        
145: R128        Other employee benefits (Schedule of additional     HTML     60K  
                information about other employee benefit plans,                  
                balance by member group) - (Details)                             
146: R129        Other employee benefits (Schedule of changes in     HTML     60K  
                fair value of assets of other employee benefits                  
                plan) (Details)                                                  
147: R130        Other employee benefits (Schedule of net benefit    HTML     59K  
                liability for other employee benefits (Details)                  
148: R131        Other employee benefits (Schedule of detailed       HTML     59K  
                information about other employee benefits plan)                  
                (Details)                                                        
149: R132        Other employee benefits (Schedule of detailed       HTML     60K  
                information about employee future benefit expense)               
                (Details)                                                        
150: R133        Other employee benefits (Schedule of detailed       HTML     67K  
                information about remeasurement of other long term               
                employee benefits) (Details)                                     
151: R134        Other employee benefits (Schedule of other          HTML     77K  
                employee benefit plan, assumptions used (Details)                
152: R135        Income and mining taxes (Narrative) (Details)       HTML     69K  
153: R136        Income and mining taxes (Schedule of detailed       HTML     74K  
                information about effective income tax expense                   
                (Recovery)) (Details)                                            
154: R137        Income and mining taxes (Schedule of deferred       HTML     66K  
                taxes) (Details)                                                 
155: R138        Income and mining taxes (Schedule of changes in     HTML     64K  
                deferred tax assets and liabilities) (Details)                   
156: R139        Income and mining taxes (Schedule of                HTML     91K  
                reconciliation to statutory tax rate) (Details)                  
157: R140        Income and mining taxes (Schedule of temporary      HTML     84K  
                differences recognized) (Details)                                
158: R141        Income and mining taxes (Schedule of temporary      HTML     66K  
                differences - deferred mining tax assets and                     
                liabilities) (Details)                                           
159: R142        Share capital (Narrative) (Details)                 HTML     65K  
160: R143        Share capital (Schedule of detailed information     HTML     82K  
                about shares activity) (Details)                                 
161: R144        Share-based compensation (Narrative) (Details)      HTML     69K  
162: R145        Share-based compensation (Schedule of number and    HTML     83K  
                weighted average exercise prices of other equity                 
                instruments) (Details)                                           
163: R146        Share-based compensation (Schedule of number and    HTML     73K  
                weighted average exercise prices of share options)               
                (Details)                                                        
164: R147        Share-based compensation (Schedule of weighted      HTML     66K  
                average fair value assumptions used in the                       
                Black-Scholes valuation) (Details)                               
165: R148        Share-based compensation (Schedule of range of      HTML    123K  
                exercise prices of share options) (Details)                      
166: R149        Earnings per share (Schedule of earnings per        HTML     59K  
                share) (Details)                                                 
167: R150        Capital management (Narrative) (Details)            HTML     57K  
168: R151        Financial instruments (Narrative) (Details)         HTML    102K  
169: R152        Financial instruments (Schedule of fair value       HTML    100K  
                measurement) (Details)                                           
170: R153        Financial instruments (Schedule of significant      HTML     92K  
                unobservable inputs used in fair value measurement               
                of assets and liabilities) (Details)                             
171: R154        Financial instruments (Schedule of net position     HTML     66K  
                consisted of contracts awaiting final pricing)                   
                (Details)                                                        
172: R155        Financial instruments (Schedule of detailed         HTML     78K  
                information about foreign currency risk) (Details)               
173: R156        Financial instruments (Schedule of foreign          HTML     63K  
                currency risk) (Details)                                         
174: R157        Financial instruments - (Schedule of commodity      HTML     63K  
                price risk) (Details)                                            
175: R158        Financial instruments - (Schedule of share price    HTML     59K  
                risk) (Details)                                                  
176: R159        Financial instruments - (Schedule of interest rate  HTML     59K  
                risk) (Details)                                                  
177: R160        Financial instruments - (Schedule of liquidity      HTML    130K  
                risk) (Details)                                                  
178: R161        Commitments (Narrative) (Details)                   HTML     65K  
179: R162        Commitments - (Schedule of maturity analysis of     HTML     61K  
                operating lease payments) (Details)                              
180: R163        Related parties (Narrative) (Details)               HTML     62K  
181: R164        Related parties - (Schedule of subsidiaries)        HTML     73K  
                (Details)                                                        
182: R165        Related parties - (Schedule of information about    HTML     63K  
                key management personnel) (Details)                              
183: R166        Supplementary cash flow information (Narrative)     HTML     66K  
                (Details)                                                        
184: R167        Supplementary cash flow information (Schedule of    HTML     70K  
                other cash generated from / (Used In) Operating                  
                Activities) (Details)                                            
185: R168        Supplementary cash flow information (Schedule of    HTML     67K  
                change in non-cash working capital) (Details)                    
186: R169        Non-Controlling Interest (Narrative) (Details)      HTML     60K  
187: R170        Non-Controlling Interest (Schedule of summarized    HTML    106K  
                balance sheet) (Details)                                         
188: R171        Non-Controlling Interest (Schedule of summarized    HTML     88K  
                income statement and comprehensive income)                       
                (Details)                                                        
189: R172        Segmented information (Narrative) (Details)         HTML     64K  
190: R173        Segmented information (Schedule of segments)        HTML    128K  
                (Details)                                                        
191: R174        Segmented information (Schedule of segments,        HTML     78K  
                assets and liabilities) (Details)                                
192: R175        Segmented information (Schedule of segments,        HTML     65K  
                additions to property, plant and equipment)                      
                (Details)                                                        
193: R176        Segmented information (Schedule of geographical     HTML     84K  
                areas, revenue by customer location) (Details)                   
195: XML         IDEA XML File -- Filing Summary                      XML    406K  
198: XML         XBRL Instance -- form40f_htm                         XML   6.34M  
194: EXCEL       IDEA Workbook of Financial Report Info              XLSX    383K  
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‘EX-97.1’   —   Clawback Policy re: Recovery of Erroneously Awarded Compensation — exhibit97-1


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



  Hudbay Minerals Inc.: Exhibit 97.1 - Filed by newsfilecorp.com  

HUDBAY MINERALS INC.

INCENTIVE-BASED COMPENSATION CLAWBACK POLICY

1. Purpose

This incentive-based compensation clawback policy (the "Policy") has been adopted by the  Board of Directors (the "Board") of Hudbay Minerals Inc. (the "Company") in order to allow the Board to require, in specific situations, the reimbursement of short-term or long-term incentive compensation received by an Executive Officer (as defined below).  The Board believes that it is in the best interests of the Company and its shareholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company's pay-for-performance compensation philosophy.

2. Definitions

For purposes of this Policy, the following terms shall have the meanings set forth below:

"Excess Incentive-Based Compensation" means (i) the amount by which any Incentive-Based Compensation that is approved, granted, awarded or paid to an Executive Officer based on erroneous or inaccurate data contained in Materially Non-Compliant Financial Statements as originally publicly filed exceeds the amount of any Incentive-Based Compensation that otherwise would have been approved, granted, awarded or paid to such Executive Officer based on the correct data contained (or to be provided in) in any subsequent restatement or other correction of such Materially Non-Compliant Financial Statements or (ii) the amount by which any Incentive-Based Compensation that is approved, granted, awarded or paid to an Executive Officer following a Wrongful Act of an Executive Officer of which the Board was not aware exceeds the amount of any Incentive-Based Compensation that otherwise would have been approved, granted, awarded or paid to such Executive Officer had the Board been aware of the Executive Officer's involvement in a Wrongful Act.  The amount of Excess Incentive-Based Compensation shall be determined on a gross basis without any regard to any tax payment obligations of an Executive Officer with respect to the Incentive Compensation in question.

"Executive Officers" means Company's president, principal financial officer, principal accounting officer (or if there is no such accounting officer, the controller), any vice-president of the Company in charge of a principal business unit, division, or function (such as sales, administration, or finance), any other officer who performs a policy-making function, any other person who performs similar policy-making functions for the Company or any other officer of the Company who reports directly to the Chief Executive Officer. Executive officers of the Company's subsidiaries are deemed executive officers of the Company if they perform such policy making functions for the Company. Both current and former executive officers as defined above are included as "Executive Officers" for purposes of this Policy.

"HR Committee" means the Compensation and Human Resources Committee of the Board or such other committee as the Board may, from time to time, appoint to oversee the application of this Company's executive compensation policies.


2

"Incentive-Based Compensation" means any variable compensation (for greater certainty, not including base salary), including cash bonuses, stock options, share units and other incentive compensation (cash or equity-based, whether vested or unvested) awarded as compensation, the amount or payment of which is based in whole or in part on a measure or measures (whether quantitative or qualitative) that are intended to serve as an incentive for performance, notwithstanding whether such compensation is determined in whole or in part on an objective, subjective or discretionary basis by the person(s), Board or committee of the Board setting the amount or determining payment of such compensation, which is approved, granted, awarded or paid to an Executive Officer by the Company on or after the Effective Date.

"Lookback Period" means the three-year period preceding the date on which the Company (a)

reasonably determines (or should have determined) that it is required to prepare an accounting restatement to correct the Materially Non-Compliant Financial Statements or (b) discovers the Wrongful Act.

"Materially Non-Compliant Financial Statements" means any financial statements of the Company where (a) a  restatement of the financial statements (a "Restatement") is required due to (i) material non-compliance with any financial reporting requirement under applicable securities laws, other than the retrospective application of a change or amendment in accounting principles, or (ii) any materially inaccurate misstatement of the Company's earnings, revenues, gains or other similar criteria; or (b) the Company's financial results are found to be inaccurate in a manner that materially affects the calculation of compensation for Executive Officers but does not give rise to a restatement.

"Wrongful Act" means any material breach of the Company's Code of Conduct, as amended from time to time, that results in the termination of the Executive Officer's employment.

3. Recoupment of Excess Incentive-Based Compensation

In the event of Materially Non-Compliant Financial Statements or if the Board determines in its sole discretion that the Executive Officer has been involved in any Wrongful Act on or following the Effective Date, the Board will review all Incentive-Based Compensation paid, granted or awarded to, or received or earned by, or vested in favour of, Executive Officers on the basis of having attained any financial reporting measure during the current period and the Lookback Period.

In the event that the Board determines that a Restatement is required the Board shall recoup any Excess Incentive-Based Compensation paid, granted or awarded to, or received or earned by, or vested in favour of, any current or former Executive Officer during the current period and the Lookback Period.

If (i) the Materially Non-Compliant Financial Statements do not require a Restatement or (ii) the Board determines in its sole discretion that an Executive Officer has been involved in any Wrongful Act on or following the Effective Date, the Board may determine the amount of any Excess Incentive-Based Compensation and seek to recoup such Excess Incentive-Based Compensation paid, granted or awarded to, or received or earned by, or vested in favour of, any current or former Executive Officer during the current period and the Lookback Period.


3

4. Limitation on Recoupment Period

Any recoupment under Section 3 of this Policy shall be in respect of Incentive-Based Compensation paid, granted or awarded to, or received or earned by, or vested in favour of, any current or former Executive Officer in the current period and the Lookback Period.

5. Means of Recoupment

The Board shall have the sole discretion and authority to determine the means by which any reimbursement required by this Policy shall occur.  Reimbursement may, without limitation, (a) require the Executive Officer to repay all or a portion of any cash bonus (including any performance bonus) or other Incentive-Based Compensation granted, awarded or paid to the Executive Officer; (b) cancel all or a portion of any unvested or vested Incentive-Based Compensation granted, awarded or paid to the Executive Officer; (c) require the Executive Officer to repay all or a portion of any gains realized by the Executive Officer on the exercise of stock options or other equity-based compensation; (d) offset the recoupment/clawback amount against any current or future Incentive-Based Compensation; or (e) combine any of items (a) to (d) above.

If the Board cannot determine the amount of Excess Incentive-Based Compensation received by the Executive Officer directly from the information in a Restatement, then it will make its determination based on a reasonable estimate of the effect of such Restatement.

6. Effective Date

This Policy shall be effective as of March 29, 2023 (the "Effective Date") and shall apply to all individuals who are or become Executive Officers on or after the Effective Date in respect of all Incentive-Based Compensation paid, granted, awarded, received, earned or vested in respect of the financial year ending December 31, 2022 and all subsequent periods, whether before or after they became Executive Officers.

7. Board Authority

All determinations, decisions and interpretations to be made under this Policy shall be made by the Board, on the recommendation of the HR Committee. Any determination, decision or interpretation made by the Board under this Policy shall be final, binding and conclusive on all parties. This Policy may be amended or terminated at any time by the Board.

8. Administration of the Policy

Any applicable award agreement, form or other document setting forth the terms and conditions of any Incentive-Based Compensation covered by the Policy which is approved, granted, awarded or paid on or after the Effective Date shall be deemed to include the restrictions imposed herein and incorporate the Policy by reference and, in the event of any inconsistency, the terms of the Policy will govern.

Any determinations of the Board under this Policy shall be binding on the applicable Executive Officer.


4

To the extent necessary and where permitted by law, this Policy shall constitute an agreement to extend and to exclude the applicability of any statute of limitations (including, without limitation, the Limitations Act, 2002 (Ontario)) for recoupment by the Company of any Excess Incentive-Based Compensation or Incentive-Based Compensation.

Executive Officers shall not be entitled to any indemnification by or from the Company with respect to any amounts they are required to repay or forfeit pursuant to this Policy. Further, the Company shall not pay or reimburse any Executive Officers for any insurance policy entered into by an Executive Officer that provides for full or partial coverage of any recoupment obligation under this Policy.

9. No Impairment of Other Remedies

Any recoupment under this Policy is in addition to, and not in lieu of, any other remedies or rights of recoupment that may be available to the Company under applicable law, including, without limitation, (a) dismissing the Executive Officer, (b) adjusting the future compensation of the Executive Officer or (c) authorizing legal action or taking such other action to enforce the Executive Officer's obligations to the Company as it may deem appropriate in view of all of the facts and circumstances surrounding the particular case.

10. Impracticability

The Board shall recover any Excess Incentive-Based Compensation in accordance with this Policy unless such recovery would be impracticable, as determined by the Board in accordance with Rule 10D-1 of the Securities Exchange Act of 1934, as amended, and the New York Stock Exchange's listing standards or the listing standards of any other national securities exchange on which the Company's securities may be listed.



Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘40-F’ Filing    Date    Other Filings
Filed on:3/28/24
For Period end:12/31/236-K
3/29/23
12/31/2240-F,  6-K
 List all Filings 


1 Subsequent Filing that References this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/28/24  Hudbay Minerals Inc.              F-10                   5:1.1M                                   Toppan Merrill/FA
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