Sierra Sun Group: building a first board
How mac designed the complete board governance system for a Peruvian mining group preparing for public markets.
Sierra Sun Group is a Peruvian group of underground precious and polymetallic mines, with its operations based in Lima. Its plan to enter public markets created an immediate need for professional board governance. The company was run by an executive committee, so its first board had to be designed from the beginning.
What we built
From April to September 2026 I worked with the CEO and the leadership team, including eleven working meetings from June. Together we produced a complete governance package:
- A board governance blueprint and a board of directors charter.
- Charters for the audit and risk; compensation and human capital; corporate governance and nominating; and sustainability, HSE and technical committees, and for a digital, AI and cybersecurity subcommittee.
- Conflict of interest, director confidentiality and business conduct policies.
- A director skills matrix and an annual governance calendar.
- A package map that names an owner and a review trigger for every document.
- A budget and cost model for running the board.
- An adoption pack that sets out how each body formally adopts the package.
Alongside the package I wrote more than twenty advisories on the decisions that governance raises. They covered the listing venue and vehicle, directors' and officers' insurance, the corporate secretary role, board size and composition, organizational and financial reporting readiness, IT governance, nature-related disclosure, and alignment with Peru's corporate governance code.
How we worked
- Approval and adoption are separate acts. Leadership approves the package, and each governing body then adopts it in its own formal step.
- Each standard sits between a regulatory floor and a best-practice ceiling drawn from Institute of Corporate Directors guidance.
- Every legal reference is checked against its primary source.
- Where I hold an interest in a decision, the advisory declares it.
Where it stands
The package was approved at the close of the engagement in September 2026. The adoption pack now guides the company through adopting it as the board is constituted. Sierra Sun has retained me to help recruit and onboard the new board, to advise the Chief Executive Officer, and to advise the company on digital, AI and cybersecurity. I expect to join the new board and to chair its Digital, AI and Cybersecurity Subcommittee.
We came to Paul with a plan for public markets and no board to take us there. By the end of the summer we had a complete governance system, from the board charter to the budget that runs it, built with us and explained in plain language at every step. Paul understands mining, he understands Peru, and he asks the hard questions early. We now have the foundation our first board will stand on, and a clear path to listing.
The future is yours. Let's build it.
If you are forming a board, preparing for public markets, adopting AI or entering a new market, I would like to hear about it. Send me a note here, or use the details below.
- Email: paul.desjardins@moveaddchange.ca
- Phone: 416 207-9022
- LinkedIn: Paul Desjardins