Discover, Develop, Operate

Corporate Governance

Board Mandate

The responsibilities of the Board of Directors include setting long term goals and objectives for the Company, formulating the plans and strategies necessary to achieve those objectives and supervising senior management in their implementation. Although the Board delegates the responsibility for managing the day to day affairs of the Company to senior management personnel, the Board retains a supervisory role in respect of, and ultimate responsibility for, all matters relating to the Company and its business.

Board Committees

The Board of Directors has established five board committees; audit, compensation, corporate governance and nominating, health and safety, and special. Each committee’s primary function is provided below.

Audit Committee Larry Moeller,Pierre Lebel,Laurie Pare,Ed Yurkowski

The Audit Committee is responsible for reviewing the Company’s financial reporting procedures, internal controls and the performance of the Company’s external auditors. All three members of the Audit Committee are independent and financially literate, meaning they are able to read and understand the Company’s financial statements and to understand the breadth and level of complexity of the issues that can be reasonably be expected to be raised by the Company’s financial statements.

Compensation Committee Laurie Pare,Larry Moeller,Ted Muraro,Ed Yurkowski

The primary objective of the committee is to discharge the Board’s responsibilities relating to compensation and benefits of the executive officers and directors of the Company.

Corporate Governance and Nominating Committee Pierre Lebel,Larry Moeller,Ed Yurkowski

The primary objective of the committee is to assist the Board in fulfilling its oversight responsibilities by (a) identifying individuals qualified to become board, and board committee members, and recommending the Board select director nominees for appointment or election to the Board, and (b) developing and recommending to the Board corporate governance guidelines for the Company and making recommendations to the Board with respect to corporate governance practices.

Health and Safety Committee Brian Kynoch,Pierre Lebel,Ted Muraro

The primary function of the Committee is to oversee the development and implementation of appropriate policies, and to review the performance of the Company with respect to industrial health and safety matters.

Special Committee Laurie Pare,Ted Muraro,Ed Yurkowski

The primary function of the committee is to oversees the legal and technical work resulting from the August 2014 breach at the tailings storage facility at Mount Polley mine.

Position Descriptions