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Listed | Mining PDAC 2017
The Director’s Chair
Daniella Dimitrov

Fresh eyes on old problems
In The Director’s Chair with David W. Anderson: When you’ve worn as many different hats as mining
director and corporate adviser Daniella Dimitrov, you always see the big picture
Photography by Jeff Kirk

Daniella Dimitrov’s mining résumé—as a director, board chair, CEO, CFO and
COO at an array of small- and mid-cap companies—would qualify as an
impressive life’s work for many in the industry. Yet in Dimitrov’s case, this is
actually her third career. As a lawyer, she started out in real estate, before
moving into, and up the ladder, in financial services. Upon arriving in the mining
industry, she quickly realized her knowledge of capital and equity markets,
coupled with an outsider’s perspective, meant she could bring fresh perspec-
tives to the challenges and problems many mining firms face. Here, in con-
versation with governance and leadership adviser David Anderson, Dimitrov
outlines some of those convention-busting ideas, discusses their relevance to
her own industry experience and challenges her peers to rethink their approaches
to company financing, corporate structures, cost control, reporting and
guidance, board composition and more.

Daniella Dimitrov
Primary current role
Corporate adviser
Additional roles
Director, Excellon Resources Inc.; director, Aldridge Minerals Inc.; chair, diversity/inclusion committee, Canadian Institute
of Mining, Metallurgy and Petroleum
Former chair
Commonwealth Silver & Gold Mining Inc.; Baffinland Iron Mines Corp. (vice-chair)
Former director
Baffinland Iron Mines Corp.; Orvana Minerals Corp.; Alloycorp Mining Inc.; Commonwealth Silver & Gold Mining Inc.;
Ombudsman for Banking Services and Investments; Centre for the Financial Services OmbudsNetwork; Federation of
Independent Mutual Fund Dealers; Investment Industry Association of Canada (industry representative)
Former executive roles
CEO, Orvana Minerals Corp.; CFO, Orvana Minerals Corp.; executive vice-chair, Baffinland Iron Mines Corp.; COO, Dundee
Securities Corp., Dundee Private Investors Inc., Dundee Insurance Agency Ltd. and Dundee Mortgage Services Inc.
Education
Global Executive MBA, Kellogg School of Management & Schulich School of Business; Year I and II, Securities
Industry Institute Program, Wharton Business School; Bachelor of Laws, University of Windsor, Ontario; Bachelor of Arts,
University of Western Ontario
Honours
kCanada Diversity 50, Canada Board Diversity Council, 2016

kTop 100 Global Inspirational Women in Mining, Women in Mining (UK), 2016

Age when first became a director
41
Years of board service
8

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Mining PDAC 2017 | Listed
The Director’s Chair
Daniella Dimitrov

David Anderson Having come from outside the mining industry, company. Be open with your stakeholders about your long-term
you’ve made a remarkable contribution within it in a relatively strategy and how you’re assessing opportunities. Being more trans-
short period of time. How did you get to this point in your career? parent in where you’re going and how you’re assessing a project
Daniella Dimitrov I’ve worked in three industries, with mining being allows the market to make its own determination as to their objec-
the most recent. The first two—legal, with a focus in real estate and tives on capital deployment. Being more communicative allows the
financial services, and then financial services—provided me busi- market to know what you’re doing—they don’t have to like it, but
ness experiences that built my skills and honed my judgment in ways can make a decision as to whether it aligns with their investment
that became critical to my work in mining. With the background of objectives.
a corporate and securities lawyer, I started work in REITs access- For a company needing to access the capital market to meet
ing the capital markets. I then worked in financial services in corpo- milestones, this approach is harder. As a producer, you’re gener-
rate development, participating in the consolidation of the industry ating cash flow and the short-term view of “What have you done
through leveraged M&A. I was involved in integrating many back of- for me this quarter?” may affect your share value. But if you don’t
fices and systems, having acquired consolidators with unintegrated have to access the market for capital, you need to tell your value-
systems and processes, as well as building out our team. Working in creation story.
these industries I came to appreciate the demands and dynamics of It’s more difficult for a junior because it takes about 12 years
capital markets and the complexities in equity financing and M&A from that first discovery hole to generating that first dollar of
along with operations, optimization and talent management. It was a revenue. The time frame for generating a return doesn’t always
good foundation for my transition to mining, particularly in my work match the time horizon for the pool of capital sitting across the
at Baffinland Iron. table. Different shareholders are needed at different stages in the
company’s life. Being able to tell your story helps get you the right
David Anderson As an outsider, what struck you as unique and shareholders when you need them, with risk-reward time horizons
worthy of special attention about mining’s basic business model? in line. Of course, directors need to be aware that as the milestones
Daniella Dimitrov We’re in an industry where our assets get smaller are achieved, management may need to change as well, with differ-
every day. We take them out of the ground. Think about that. This isn’t ent skills sets being required from exploration to capital-raising to
a recurring revenue situation. We have to invest just to maintain the developing to operating.
asset. Growth is necessary. If you don’t grow you’ll be in trouble, run-
ning out of mine life. Due to declining commodities prices, the indus- David Anderson Based on your experience with Baffinland—
try has focused on cost reduction, not asset growth. Shareholders need which at one time had a market capitalization of only about
a longer-term view than looking for that catalyst in the next quarter. As $150 million but needed in excess of $6 billion to address the
an industry, our focus needs to be on the declining reserve balance. If infrastructure challenges of working north of the Arctic
investors take out the money in good times, you may not have the pipe- Circle—how do you suggest directors of junior mining com-
line. You need accretive growth that generates a proper margin while panies think about their assets?
investing in your business. Daniella Dimitrov As a director of a junior, monitor your asset, market
This requires innovation in how we think about our business. capitalization and Capex as you go through your milestones. How
Things that we thought were a competitive advantage–sole owner- are you going to achieve the next milestone? Is it achievable to cre-
ship of infrastructure, for example—may not be. We need a fundamen- ate value for your equity holders? What are your alternatives—is it a
tal rethink of our value chain and we need to be better stewards of our joint venture, shared infrastructure, selling the project to a major?
capital. Do other companies have stronger capabilities, skill sets and opera-
We should also be asking why we still see juniors holding projects tional experience in your environment? What is your defence strat-
that are economical only at higher commodity prices. Should so many egy? Who is serving as your advisers, bankers and on your special
juniors be public, having their own management teams, out raising committees? I encourage directors to talk about these things as your
money to pay for G&A? More consolidation should have happened, company continues to de-risking the project. Think through who are
but boards are concerned about taking risks in M&A and sharehold- your potential white knights. Be ready for something else to come at
ers are short-term focused, looking at optimization not growth, thus you. And at each milestone ask, “Does it still makes sense for us to
putting pressure on companies to manage to shorter horizons. With be the team to take it to the next level? Can we create value for our
a number of balance sheets that have been fixed and longer-term ho- shareholders in other ways than building the project at all costs?”
rizons, boards may be better positioned to consider growing reserves It’s hard to set egos aside to make the best objective decisions for
and resources through M&A. stakeholders.

David Anderson You’ve felt the pressure from the capital markets David Anderson Your first piece of advice to boards and executives
for accountability to deliver results, including in the short term. is to be ready for growth. What does that mean in practical terms?
What’s a productive response to short-term pressure? Daniella Dimitrov You must make sure you’re ready for growth and
Daniella Dimitrov To begin with, I wonder if guidance is useful. that means having in place a disciplined approach to systems, pro-
Should you be putting out guidance, as an issuer, that drives the cesses, reporting and people. You need a stable management plat-
attention of the market to a shorter-term time horizon than you’re form upon which the company can run, without constantly putting
managing to? Guidance on production 12 months out focuses the out fires, so that the CEO can dedicate time and energy to reviewing
market on quarterly production, not a longer-term view of the opportunities and bringing in another producing asset. You need an

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Mining PDAC 2017 | Listed
The Director’s Chair
Daniella Dimitrov

M&A team to focus on this and a board to be prepared in advance to David Anderson How useful was your formal learning via an
react quickly. A board that’s open-minded and agile in its processes EMBA to your career?
will significantly shorten critical time frames. Daniella Dimitrov I chose the global EMBA route specifically to get an
The board needs to ask itself if management has the skill sets to international perspective. Through the Kellogg-Schulich program,
grow. If you’re changing strategy, growing by acquiring rather than I went to school in Toronto, Chicago, Miami, Hong Kong, Tel Aviv
growing by exploring, you will need different skill sets. You need and Dusseldorf. This proved useful to my leadership in mining, given
the right mix of people and business platform prior to advancing the international aspects of capital markets, operations and multina-
your growth strategy. tional boards and teams. I learned how to manage different skill sets
and build teams with colleagues from different industries, countries
David Anderson Diversity can mean many things. How do you and cultures. The EMBA team was made up of people from cultures
see value being realized in diversity? around the world in remarkable current roles. I saw firsthand what
Daniella Dimitrov I look to business outcomes as the evidence for di- it was like to be part of such a diverse group, experiencing how per-
versity’s value. I see better outcomes when there is a diverse range spectives, approaches to problem solving and decision-making and
in experiences and backgrounds—in skill sets and education from solutions varied by culture. I also learned you need to stereotype at
life and from careers as well as education. This kind of diversity is times, because they come from reality. Culture is real and you need to
even more important for small and mid-cap companies, because understand it and manage your process with these realities in mind.
they don’t have the financial resources to attract the best talent in If you’re in a negotiation or crisis management, you have to know the
each discipline nor to have all of the disciplines represented So the likely response of others to be efficient and effective.
people you do have around the table as your management team and
as your board of directors carry a heavier burden to do what needs David Anderson As governance has become mainstream, inter-
to be done in strategy, financing, operations, talent management, est in being a director has risen. What’s the role like and what
culture creation and execution. Directors are called upon more to does it take?
bring our networks to the table and use a wider range of skills than Daniella Dimitrov It’s great that there’s such interest and aspiration
may be typical in a large-cap company board. to join boards. Being on a board does take time and, of course, it
In working with diverse groups both in my career and in my comes with responsibilities and liability. It takes time to get up to
EMBA, I’ve thought at times, “I wouldn’t have come up with that.” speed. When you’re on a board, you’re on a board; it’s a commit-
Embracing different perspectives at the table gives you better ment. If things aren’t going well, you have stick with it. Being a di-
strategies, a more solid operation and results in a higher likelihood rector is complex and one of the hardest things I’ve done. You are
of achieving that social licence to operate, earning ourselves the the stewards of a company who get together periodically, without
right to be there. having worked together, to make important decisions with far less
In what has become known as a VUCA world—volatile, uncer- information than management has, and much less time to study
tain, complex and ambiguous—what skill sets do you need? It’s not it. You need to create relationships, understand the board culture,
good enough to say there’s nothing I can do about the volatile com- other directors’ communications styles and determine how you
modities and political environment, the uncertainty of permitting will make decisions constructively and productively, manage risks
or the complexity of operating in certain jurisdictions. You need to and controls, ensure you have the right talent and so on. You need
operate to advantage whatever the circumstance. Diversity of ex- to have a strong chair to create the right culture and mutual trust.
perience and thought and the agility this brings is what will allow Collectively, you have to figure out how you’re going to operate ef-
you to navigate through this environment. fectively, all the more so when you’re in different countries.
Certainly, the impact on the life of a director and the ability to do
David Anderson As a CEO, how did you come to view the interac- good work is affected by the talent and capacity of management.
tion of your finance and operations teams and integrate the dif- While things like pay and board calibre are factors to consider, I’m
ferent perspectives on corporate priorities they represented? attracted to the experience of working with a management team
Daniella Dimitrov Finance and operations are the right and left that is ambitious and open to ideas, and who expect the board to
hand of the CEO. Perhaps because I’ve been both a COO and CFO, push them rather than viewing the board as a required governance
I believe finance and operations need to work together. It is more and compliance function. Between the board and management
difficult to be productive and drive innovation where the team there’s a balance to find in experience and innovation, patience to
operates in silos that value their turf. I like to see the finance team think and analyze, and drive to get things done. Getting this right
get out of the office and talk to mine and maintenance managers allows a board to focus productively on corporate strategy, capital
and use a service-oriented approach to adding value to the busi- markets and talent management.
ness. Financial and operational leadership needs to build bridges
in process and among people. I have come to expect much more David W. Anderson, MBA, PhD, ICD.D is president of The
value from controls, risk management, cost optimization and Anderson Governance Group in Toronto, an independent
capital management as a result. Discipline in overall decision- advisory firm dedicated to assisting boards and manage-
making is what I like to create. At a junior level, decision-making ment teams enhance leadership performance. He advises
can be more flexible, but as you advance, you need more structure directors, executives, investors and regulators based
in decision-making to remove unnecessary risk and provide ac- on his international research and practice. E-mail:
countability. david.anderson@taggra.com. Web: www.taggra.com

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Mining PDAC 2017 | Listed