PURPOSE

The mandate of the Corporate Responsibility Committee is to review the development and implementation of strategies, policies and management systems of the Company relating to Corporate Responsibility. Corporate Responsibility encompasses all of those activities through which the Company seeks to integrate the public interest into its day-to-day activities, decision-making, and business planning. These activities include the Company’s performance relating to sustainability of operations, safety, health, environmental stewardship, local communities and society, and its engagement with employees, shareholders, suppliers, communities, governments, non-governmental organizations and other interested groups.

The Corporate Responsibility Committee is responsible for confirming that the Company demonstrates a leadership role among its peer group mining companies in corporate responsibility, by the Company consistently exhibiting and promoting ethical, transparent and responsible behaviour; by meaningfully engaging its key stakeholders and communities; and by contributing to the development and growth of healthy and sustainable communities wherever it operates.

In addition, the mandate of the Corporate Responsibility Committee includes reviewing the Company’s activities related to the permitting of its operations, development projects and exploration activities and monitoring key legislation, regulations and government policies that may impact on the Company’s business strategy and activities.

COMPOSITION

The Board of Directors shall appoint annually from among its members a Corporate Responsibility Committee to hold office for the ensuing year or until their successors are elected or appointed. The Corporate Responsibility Committee shall be composed of at least three directors, and not more than four directors.

The Board of Directors may from time to time designate one of the members of the Corporate Responsibility Committee to be the Corporate Responsibility Committee Chair and, unless otherwise determined by the Board, the Chief Executive Officer of the Company shall be the Chair of the Corporate Responsibility Committee.

MEETINGS AND PARTICIPATION

The Corporate Responsibility Committee shall meet from time to time as circumstances dictate, but no less than twice annually. The Chair or any two members of the Corporate Responsibility Committee may call a meeting of the Corporate Responsibility Committee. Meeting agendas will be prepared and provided in advance to members, along with appropriate briefing materials. The agenda will be set by the Corporate Responsibility Committee Chair.

The Company’s Chief Executive Officer shall act as management liaison with the Corporate Responsibility Committee. The Corporate Responsibility Committee may invite such officers, directors and employees of the Company as it may see fit from time to time to attend meetings of the Corporate Responsibility Committee and assist in the discussion of the Corporate Responsibility Committee.

No business may be transacted by the Corporate Responsibility Committee except at a meeting of its members at which a quorum of the Corporate Responsibility Committee is present. A quorum for meetings of the Corporate Responsibility Committee is a majority of its Members.

The Corporate Responsibility Committee shall keep minutes of its meetings in which shall be recorded all action taken by it, which minutes shall be approved by the Corporate Responsibility Committee members and available as soon as possible to the Board of Directors.

DUTIES, POWERS, AND RESPONSIBILITIES

In discharging its responsibilities, the Corporate Responsibility Committee shall:

(A) STRATEGIES, SYSTEMS, PROGRAMS AND PROCEDURES

• Review management’s development and implementation of:
  • the Company’s Corporate Responsibility strategy, including a Corporate Responsibility Policy Framework and initiatives to promote safety, health and responsible environmental stewardship, while maintaining and developing positive relationships with communities in which the Company operates;
  • Corporate Responsibility risk identification and risk management programs;
  • key policies, management systems and programs relating to Corporate Responsibility, including a performance measurement system to monitor safety, health, environmental and social performance, and compliance with related legal requirements and internal targets;
  • procedures for notifying management of actual, alleged or suspected violations of corporate safety, health and environmental programs and non-compliance with applicable safety, health and environmental laws and regulations, and for reporting by management to the Board of the resolution thereof on a timely basis;
  • emergency planning and procedures relating to safety, health and the environment; and
  • practices and procedures that account for reclamation and closure obligations in the Company’s business plans according to applicable accounting standards.
• Review whether adequate resources are available and whether appropriate systems are in place for management to implement appropriate safety, health, environmental, community and permitting programs.

(B) PERMITTING

• Review management’s efforts to obtain permits required to advance its development projects in a timely manner and obtain from management regular reports on the progress of such permitting activities, as well as reports on key government legislation, regulations and policies that may have a material impact on the Company’s activities in the countries where it operates.

(C) PERFORMANCE

• Review management’s performance in the areas of safety, health and environment, which shall be reported by management to the Corporate Responsibility Committee on a quarterly basis.
• Evaluate annually the performance of the Corporate Responsibility Committee.

AUTHORITY

The Corporate Responsibility Committee has the authority to engage independent counsel and other advisors as it determines necessary to carry out its duties and to set and pay the compensation for any advisors employed by the Corporate Responsibility Committee at the cost of the Company without obtaining Board approval, based on its sole judgment and discretion. In discharging its responsibilities, the Corporate Responsibility Committee shall have full access to any relevant records of the Company.