Audit Committee

The Audit Committee of Richmont Mines Inc. (the “Corporation”) is a standing committee of the Board of Directors whose primary function is to carry out a detailed and thorough review of financial audit matters, to be responsible for the oversight of the work of any accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit or review services for the Corporation (including resolution of disagreements between management and the auditor regarding financial reporting), to consider and approve related party transactions and to offer the Corporation’s auditors, shareholders and employees a direct link to the non-executive directors. This Committee will assist the Board in fulfilling its oversight responsibilities by reviewing the financial information which will be provided to the shareholders and others, the internal control structure, the audit process, and adherence to applicable laws and regulations. In carrying out its duties, the Committee will apply reasonable materiality standards to all matters under review.

The Audit Committee shall be comprised of three directors as determined by the Board, each of whom shall be unrelated directors, free from any relationship that, in the opinion of the Board, would interfere with the exercise of his or her independent judgement as a member of the Committee.

All members of the Audit Committee shall be financially literate and have a working familiarity with basic finance and accounting practices. At least one member of the Committee shall have accounting or related financial management expertise. The definition of “financially literate” is the ability to read and understand a balance sheet, an income statement and a cash flow statement. The definition of “accounting or related financial management expertise” is the ability to analyse and interpret a full set of financial statements, including the notes attached thereto, in accordance with generally accepted accounting principles.

The members of the Committee shall be elected by the Board at its first meeting following the annual shareholders’ meeting. Unless a Chairman is elected by the full Board, the members of the Committee shall designate a Chairman by a majority vote of the full Committee membership.

The Committee shall meet at least quarterly. No meeting shall be held unless a quorum of members is present. A majority of the members shall constitute quorum. The Committee may ask members of management or others to attend meetings and provide pertinent information as necessary. The meetings may be in person or by telephone.

The Committee shall have the power to conduct or authorize investigations into any matters within the Committee’s scope of responsibilities. The resources of the Corporation shall be available to the Committee to carry out its duties and, if need be, the Committee may (at the Corporation’s cost) take external professional advice and invite outsiders with relevant experience to attend if necessary.

Audit Committee Mandate

  1. The Committee shall recommend to the Board the engagement and retention of the external auditors, evaluate the auditors’ performance and qualifications and be directly responsible for the oversight of their work. The Committee will also periodically consider the independence of the auditors, including an annual review of any non-audit services provided and related fees received. This evaluation and review should include the evaluation and review of the lead partner of the auditing firm including such partner’s regular rotation as required by law. In making its evaluations, the Audit Committee should take into account the opinions of management and especially the personnel responsible for its internal financial control, and shall present its conclusions to the Board.
  2. The Committee shall pre-approve all permissible non-audit services and all audit, review or other engagements, and advise the Board on compensation, fees and terms for such services provided by the auditors. The Committee shall establish policies and procedures as warranted for the pre-approval of services by the auditors and review such proposed services on a periodic basis. The Audit Committee shall also consider whether the auditor’s performance of permissible non-audit services is compatible with the auditor’s independence. The Audit Committee shall also review with the auditor any written statement from the auditor concerning any relationships between the auditor and the Corporation or any other relationships that may adversely affect the independence of the auditor.
  3. The Committee shall discuss with the auditors, in July of each year before the annual audit commences, the nature, scope and timing of the audit and ensure coordination if more than one audit firm is involved.
  4. The Committee shall inquire of management, the auditors, the Vice-President Finance and the Chief Executive Officer about significant risks or exposures to loss or liability facing the Corporation and inquire as to the steps management has taken to minimize such risks.
  5. The Committee shall consider, in consultation with the auditors and the Vice-President, Finance the scope and budget of the annual audit to ensure completeness of coverage, reduction in redundant efforts, and the effective use of audit resources.
  6. With respect to the annual external audit of the Corporation, the Committee shall review with the Vice-President, Finance, management and the auditors:

    1. the Corporation’s annual financial statements and accompanying notes and the auditors’ report thereon, including the Corporation’s specific disclosures under related “Management Discussion and Analysis” in its report and on Form 20-F, and in all other comparable disclosures required under the Corporation’s public filings, related press releases, the adequacy of the Corporation’s internal controls including management’s evaluation of and report on the Corporation’s disclosure controls and procedures and internal controls, any significant recommendations the auditors and management may offer to improve disclosure controls and procedures and internal controls, major judgmental areas, and significant adjustments resulting from the audit;
    2. any significant reserves, accruals or estimates which may have a material impact on the financial statements, including mineral reserves;
    3. any difficulties or disputes with management encountered by the auditors during the course of the audit, including any restrictions on the scope of the auditors’ work or access to required information and any instances of second opinions sought by management;
    4. management letters to the auditors;
    5. other matters related to the conduct of the audit, including the adequacy of the Corporation’s internal controls and any significant findings during the year and management’s responses thereto;
    6. review any material related party transactions; and
    7. review the performance of the Corporation’s internal accounting department and provide a direct line of communication between that department, the auditors and the Board of Directors.
  7. Following its review, the Committee shall provide a recommendation to the Board for the inclusion of the financial statements in the Corporation’s Annual Report, in Form 20-F, and in other related public filing documents that require approval of the Board of Directors including press releases.
  8. With respect to the unaudited quarterly reports of the Corporation, the Committee shall consider and review with management and the Vice-President, Finance:

    1. the Corporation’s quarterly financial statements and accompanying notes, including the Corporation’s specific disclosures under related “Management Discussion and Analysis” in its report and in all other comparable disclosures required under the Corporation’s public filings, related press releases, the adequacy of the Corporation’s internal controls including management’s evaluation of and report on the Corporation’s disclosure controls and procedures and internal controls, any significant recommendations management may offer to improve disclosure controls and procedures and internal controls, and major judgmental areas;
    2. any significant reserves, accruals or estimates which may have a material impact on the financial statements, including mineral reserves; and
    3. review any material related party transactions.

    Following its review, the Committee shall provide a recommendation to the Board for the inclusion of the unaudited quarterly statements in the quarterly reports and in other related public filing documents that require approval of the Board of Directors including press releases.
  9. The Committee shall consider with management and the auditors the possible impact of any pending changes in accounting standards or Regulations or any significant changes in the Corporation’s accounting policies.
  10. The Committee shall meet as needed with the Corporation’s Lawyer and Corporate Secretary to review legal and regulatory matters, including any material pending legal proceedings involving the Corporation and any reports received from regulators that may have a material impact on the Corporation’s financial statements, environmental compliance and financial liabilities or reserves.
  11. The Committee shall meet periodically with the auditors in separate executive sessions, without any member of senior management present, to discuss any matters that they or the Committee believe should be discussed privately with the Committee.
  12. The Committee shall report its actions to the Board of Directors with such recommendations as the Committee may deem appropriate. Minutes will be taken for each Committee meeting which will be approved at its next meeting.
  13. The Committee shall review with the Vice-President, Finance, Corporation Lawyer and Corporate Secretary, and the auditors, as appropriate, the results of their review of the Corporation’s Code of Ethics for Financial Reporting Employees and other internal policies having application.
  14. The Committee shall, if appropriate, review any letter to be included in the Annual Report that describes the Committee’s composition and responsibilities and how such were discharged.
  15. The Committee shall consult as required with the Corporation’s Human Resources Compensation Committee with respect to compensation of the Board Chairman and senior executives.
  16. Other responsibilities of the Committee shall include:

    1. Reviewing and approving the Corporation’s hiring policy regarding employees and former employees of the present and former external auditor of the Corporation;
    2. reviewing the appointment and termination of the Vice-President, Finance;
    3. reviewing the adequacy of this Audit Committee Charter annually and evaluate the performance of the Audit Committee every two (2) years, and recommend such changes in the Charter as the Audit Committee may determine from time to time are appropriate;
    4. orientation and training as needed for members of the Committee;
    5. reviewing with management and the auditors the potential risks facing the Corporation, the steps management is taking to mitigate such risks, and the adequacy of public disclosure of these risks; and
    6. receiving, considering and responding to complaints received by the Corporation regarding questionable accounting or auditing matters and internal accounting controls, and in that connection:

      1. providing for the confidential, anonymous submission by employees and others of concerns regarding questionable accounting or auditing matters, or internal accounting controls;
      2. if warranted, conducting investigations of management and others to determine the merits of any such concerns;
      3. retaining independent legal counsel and other advisors if warranted to assist the Committee in connection with any such investigation;
      4. making recommendations for any remedial action to be taken by the Corporation, if warranted, to correct any questionable accounting or auditing matter; and
      5. if material, recommending the disclosure both to the public and to appropriate regulatory agencies of the results of any such investigation and any remedial action to be taken by the Corporation in response thereto.
  17. The Committee shall perform such other duties and responsibilities as may be assigned to it from time to time by the Board.
  18. The Committee shall circulate approved minutes of its meetings to all members of the Board.

Governance and Nominating Committee

1. CREATION

The Governance and Nominating Committee (the “Committee”) of the Board of Directors of the Corporation is hereby created.

2. MEMBERS

The Committee shall consist of at least three (3) members of the Board, the majority of whom shall be “independent”, as determined by the Board in accordance with applicable securities laws and stock exchange rules.

Once a year, following the Corporation’s annual meeting, the Board of Directors shall appoint the Committee Chairman among its members. Members shall hold office until they resign, are replaced or removed, or cease to sit on the Board, whichever comes first.

Committee members shall meet in-camera, but may invite other persons to attend or take part in the meeting, at their discretion.

3. MEETINGS

The Committee shall meet at such times and at such locations as designated by the Chairman, or whenever a meeting is requested by a member. A written notice of meeting shall be given to each member at least forty-eight (48) hours before each meeting. Unless otherwise designated by the Chairman, all Committee meetings shall take place in Montreal or Toronto.

The Committee shall meet as often as it deems necessary to fulfil its mandate, but not less than once a year.

Quorum is reached when the majority of members are present. Members may take part in a Committee meeting by phone, by electronic means or by any other means of communication that enables participants to communicate adequately with each other, and members participating to a meeting through any such means are deemed to be present.

If the Chairman is unable to attend a meeting, he shall designate a substitute beforehand, otherwise Committee members shall appoint a substitute at the start of the meeting.

Committee members may, as needed, meet with senior executives of the Corporation on an individual basis. The Manager, Administrative Services of the Corporation shall serve as the Committee secretary.

The minutes of Committee meetings shall be duly entered in the Corporation records. These records shall be kept for safekeeping by the Corporate Secretary of the Corporation.

4. DUTIES AND RESPONSIBILITIES OF THE CHAIRMAN

The Chairman shall:

  4.1 Convene Committee meetings and designate the time and place for the latter;
  4.2 Ensure Committee meetings are duly convened and quorum will be reached as needed;
  4.3 Work with management to prepare the agenda and related documents for Committee meetings;
  4.4 Ensure Committee meetings are conducted in an efficient and effective manner and focus on matters at hand;
  4.5 Ensure the Committee has sufficient information on hand to take informed decisions, as needed;
  4.6 Provide leadership within the Committee and help the Committee examine and reassess its responsibilities;
  4.7 Report to the Board of Directors on the deliberations and recommendations of the Committee;
  4.8 Examine if the Committee fulfils its duties and responsibilities as stipulated in its mandate.

5. DUTIES AND RESPONSIBILITIES OF THE COMMITTEE

The Committee is in charge of examining all aspects of the Corporation’s governance practices. It shall namely:

  5.1 Periodically review the effectiveness of the Corporation’s governance practices and any other related matter, including any opportunities that arise to improve corporate governance guidelines, and submit, as needed, recommendations to the Board of Directors with respect to any changes to the Corporation’s governance practices;
  5.2 Periodically review the role of the Board of Directors and its committees, the methods and procedures by which the latter fulfils its duties and responsibilities, and submit recommendations to the Board concerning its methods and procedures;
  5.3 Review on an annual basis the mandates of the Board of Directors, its committees and the Lead Director and submit, as needed, recommendations to the Board concerning changes deemed appropriate in this regard;
  5.4 Review on an annual basis the Chairmen of each of the committees of the Board of Directors and submit recommendations to the Board concerning the appointment of a Chairman;
  5.5 Take the lead in the identification and evaluation of potential new directors, in consultation with the full Board. Recommend candidates to the Board of Directors and when warranted, recommend to the Board of Directors selection criteria for directors and review the criteria adopted by the Board as the case may be.
  5.6 Establish and administer an annual Board evaluation process (including review by the full Board and discussion with management) for assessing the effectiveness of the Board as a whole and the committees of the Board (including this Committee) and making recommendations for improving effectiveness;
  5.7 Periodically review the frequency and schedule of Board meetings and committee meetings;
  5.8 Periocically review policies relating to the Corporation, namely the Code of Business Conduct and the Securities Trading Policy, and submit recommendations to the Board concerning changes deemed appropriate in this regard;
  5.9 Periocically assess if the Board of Directors receives the documents prepared for its attention in a timely manner throughout the year. Review the quality, in terms of content and form, of documents and presentations given by Corporation management;
  5.10 Assess whether the Board of Directors has access to all the information requested from Corporation management;
  5.11 Periocically examine whether additional information is required, namely third party assessments;
  5.12 Hold meetings from time to time in the absence of management representatives to examine governance issues, or at the Board’s request, any other matter referred to it by the Board;
  5.13 Periocically examine the relevance and quality of orientation programs for new directors;
  5.14 Review the section devoted to corporate governance in the Management Information Circular forwarded to Corporation shareholders;
  5.15 Consider any other matter duly referred to it by the Board of Directors, a director or Corporation management, for review or recommendation to the Board;
  5.16 Meet separately with senior executives, employees or independent advisers, if deemed necessary;
  5.17 Hire, at its discretion, consultants to provide counsel on matters brought to its attention, the cost of which shall be borne by the Corporation.

Human Resources & Compensation Committee

The Human Resources and Compensation Committee (the “Committee”) is responsible for assisting the Board of Directors (the “Board”) of Richmont Mines Inc. (the “Corporation”) to perform its duties related to the hiring, evaluation, compensation, and succession planning for officers and other members of personnel.

The Committee shall have unrestricted access to the Corporation’s files and shall have the necessary resources to perform its duties. To aid in the performance of its duties, the Committee may retain the services of external advisers, at a reasonable cost, at the Corporation’s expense. It sets and ensures compensation is paid to its advisers according to applicable rules and procedures.

1. MANDATE

The responsibilities of the Committee are as follows:


1.1 Human Resources and Compensation

Develop a philosophy and practices concerning compensation and review cash compensation, performance pay, and incentive compensation for members of the Board and senior executives of the Corporation, and submit recommendations to the Board in this regard;

Review the number of share options and other incentive compensation granted to Board members and senior executives in keeping with the practices and philosophy established by the Committee;

Review the overall philosophy and compensation strategy of the Corporation and submit recommendations in this regard, to ensure that compensation policies or practices in effect recognize and reward performance; establish a competitive compensation plan, in which incentives are granted to management and the Board in keeping with the interests of shareholders;

Review management plans and succession plans for the Board and senior executives of the Corporation, and as needed, submit recommendations to the Board concerning the appointment of senior executives and approve the conditions of their appointment or their retirement or termination, as well as any other agreement regarding special circumstances.


1.2 Performance

Review and approve the goals and objectives concerning compensation, for the Executive Chairman of the Board and the President and CEO, and assess their performance in light of these goals and objectives and any other criteria the Committee deems appropriate and in the Corporation’s interest;

Examine with the CEO the annual performance review of all other senior executives and report to the Board in this regard;

Guide the Board in its annual review of the Board, of other Board committees (if the Board requires it) and of senior executives.


1.3 Disclosure

Examine and approve disclosure of information on compensation before the Corporation publicly discloses such information, pursuant to applicable rules and regulations, namely information released in the Management Information Circular of the Corporation.


1.4 Report

After each meeting, the Committee Chairman shall report to the Board on the deliberations and recommendations of the Committee. To this end, the Committee minutes shall be distributed to the other members of the Board after having been duly approved.


1.5 Other Duties

Perform any other duty conferred upon the Committee by the Board of Directors of the Corporation.
2. MEMBERS

The Committee shall consist of at least three (3) Board members (the “members”), a majority of which shall be independent directors according to applicable securities legislation.

Once a year, following the Corporation’s annual meeting, the Board of Directors shall designate the members of the Committee and the Committee Chairman among its members. Members shall hold office until they resign, are replaced or removed, or cease to sit on the Board, whichever comes first.

Committee members shall meet in-camera session, but may invite other persons to attend or take part in the meeting, at their discretion.

3. MEETINGS

The Committee shall meet at such times and at such locations as designated by the Chairman, or whenever a meeting is requested by a member. A written notice of meeting shall be given to each member at least forty-eight (48) hours before each meeting. Unless otherwise designated by the Chairman, all Committee meetings shall take place in Montreal or Toronto, at the choice of the Board of Directors.

The Committee shall meet as often as it deems necessary to fulfill its mandate, but no less than once a year.

Quorum is reached when the majority of members are present. Members may take part in a Committee meeting by phone, by electronic means or by any other means of communication that enables participants to communicate adequately with each other, and members participating to a meeting through any such means are deemed to be present.

If the Chairman is unable to attend a meeting, he shall designate a substitute beforehand, otherwise Committee members shall appoint a substitute at the start of the meeting.

Committee members may, as needed, meet with senior executives of the Corporation on an individual basis.

The Manager, Administrative Services of the Corporation shall serve as the Committee secretary.

The minutes of Committee meetings shall be duly entered in the Corporation records. These records shall be kept for safekeeping by the Corporate Secretary of the Corporation.

4. DUTIES AND RESPONSIBILITIES OF THE CHAIRMAN

The Chairman shall:

4.1 Convene Committee meetings and designate the time and place for the latter and preside over the meetings;

4.2 Ensure Committee meetings are duly convened and quorum will be reached as needed;

4.3 Work with management to prepare the agenda and related documents for Committee meetings;

4.4 Ensure Committee meetings are conducted in an efficient and effective manner and focus on matters at hand;

4.5 Ensure the Committee has sufficient information on hand to take informed decisions, as needed;

4.6 Provide leadership within the Committee and help the Committee examine and reassess its responsibilities;

4.7 Report to the Board of Directors on the deliberations and recommendations of the Committee;

4.8 Examine if the Committee fulfills its duties and responsibilities as stipulated in its mandate.
5. DUTIES AND RESPONSIBILITIES OF THE COMMITTEE

The Committee is in charge of examining practices concerning all aspects of human resources and compensation. It shall namely:

5.1 Periodically review the effectiveness of the Corporation’s compensation practices and any other related matter and submit, as needed, recommendations to the Board with respect to any changes to these practices;

5.2 Review and coordinate the total amount of compensation granted to the Executive Chairman of the Board and the President and CEO, and submit recommendations to the Board in this regard, and review the recommendations of the President and CEO concerning senior executives and directors, including their base salary, annual bonuses, compensation in the form of share options, performance pay, indirect benefits and any other form of compensation;

5.3 Review new agreements and measures concerning employment, retirement and severance proposed for the Executive Chairman and officers of the Corporation, and submit recommendations to the Board in this regard, and periodically review the continued relevance of agreements in effect;

5.4 Choose a group of comparator companies to be used to determine competitive compensation conditions;

5.5 Periodically review short-term and long-term performance compensation plans and share option plans or any similar measure (collectively referred to as the “Plans”) that the Corporation has set up or offers to Board members and Corporation employees, the adequacy of benefits granted under the Plans and the degree to which the Plans reach their objectives, and submit recommendations to the Board in this regard;

5.6 Manage the Plans in accordance with the relevant terms and conditions, interpret the terms and conditions, measures and limitations of the Plans and take factual decisions required in managing the Plans;

5.7 Review and approve the goals and objectives relevant to compensation for the Executive Chairman of the Board and all senior executives, assess the latter’s performance and establish compensation levels based on this assessment, and submit the appropriate recommendations to the Board, taking into account the Corporation’s performance, relative shareholder earnings, the value of similar performance bonuses paid to persons with similar duties, and bonuses granted to the Executive Chairman of the Board and all senior executives in previous years;

5.8 Review the results of the performance assessments of other officers carried out by the President and CEO, and review the assessment procedure;

5.9 Periodically examine whether additional information is required, namely third-party assessments;

5.10 Periodically assess the risks associated with the Corporation’s compensation policies and practices, identify and mitigate the compensation practices that could encourage senior executives to take inappropriate or excessive risks;

5.11 Hold meetings from time to time in the absence of management representatives to examine matters under its responsibility, or at the Board’s request, any other matter referred to it by the Board;

5.12 Review the section on compensation and the description of the Committee’s duties in the Management Information Circular, forwarded to Corporation shareholders;

5.13 Meet separately with senior executives, employees or independent advisers, if deemed necessary;

5.14 Hire, at its discretion, advisers or other experts to provide counsel on matters brought to its attention, the reasonable cost of which shall be borne by the Corporation.

This list is not exhaustive and the Committee may, in addition, perform such duties deemed necessary or appropriate within the scope of its mandate.

APPROVED BY RESOLUTION OF THE BOARD OF DIRECTORS AT ITS MEETING HELD ON FEBRUARY, 17, 2015.

Technical & Corporate Responsibility Committee

I. PURPOSE AND MANDATE

The Corporation’s core values include a commitment to the protection of life, health and the environment for present and future generations.

The main purpose of the Committee is to review, monitor and make recommendations to the Board of Directors (the “Board”) in respect of the technical, health and safety, environmental, community, business conduct, risk management and human rights policies and activities of the Corporation in order to verify that such policies and activities reflect, and are in accordance with, their respective Charters as set out below.

Additionally, the Committee will assist the Board in carrying out its responsibilities with respect to overseeing the exploration and operating activities of the Corporation, including the construction, development and operation of the Island Gold Deeps Project (the “I.G. Operation”), from a technical, financial and scheduling perspective. The committee is also responsible for Board oversight of production forecasts, budgets, life of mine plans, reserves and resources and Management’s proposed public disclosure of said technical nature.

The Committee may review or investigate any activities of the Corporation relating to technical, health and safety, environmental, community, business conduct and human rights and will have unrestricted access to any officers and employees of the Corporation, independent consultants and advisors at reasonable costs, and such information and resources as the Committee considers necessary in order to perform its duties and responsibilities.

II. TECHNICAL CHARTER

The Committee’s responsibilities with respect to technical matters shall include:

  1. Operation Oversight. In carrying out its responsibility to assist the Board in overseeing the exploration, development, and operational activities of the Corporation, including the construction, development and operation of the I.G. Operation from a technical, financial and scheduling perspective, the Committee will meet regularly with management, in person or by telephone, and will review, monitor and report to the Board on:
    1. the continuing construction, development and operations of the portfolio of operations including the I.G Operation, including the fulfillment of ongoing human resource needs;
    2. the construction, development and operating plans, as proposed and revised from time to time, and the implementation of such plan;
    3. the mine construction, development and operations;
    4. any risks associated with any of the foregoing and originating appropriate risk,
    5. any re-statements of reserves and resources in conjunction with the filing of revised NI-43-101 Technical Reports;
    6. management strategies for consideration by the Board; and
    7. any other matter deemed important by the Committee,

    all with dual purposes of providing proper oversight by the Board of, and providing support, guidance and assistance to management on behalf of the Board in respect of, the continuing construction, development and operations of all the Corporation’s assets.

  2. Enterprise Risk Management. The Committee shall assist the Board in fulfilling its oversight responsibilities relating to the Corporation’s enterprise risk management program by identifying and monitoring technical-related risks and recommending strategies to mitigate against such risks.
  3. Reporting to Board. The Committee will report regularly to the Board following meetings of the Committee with respect to such matters as are relevant to the Committee’s discharge of its responsibility.
  4. Work Plan. The Committee will review and update, on an annual basis, a work plan for the ensuing year for the Committee to ensure the Committee fulfills its responsibilities on a timely basis.
  5. Review Mandate and Performance. The Committee will review and assess its own performance and the adequacy of this Mandate at least once a year and report the results of such review and assessment to the Corporate Governance and Nominating Committee along with any proposals for approval.
  6. Reserves and Resources. The Committee is jointly responsible with Management for setting design criteria, metal prices, reporting timelines, reconciliations, compliance with laws and regulations (including Canadian National Instruments, SEC Guidelines and other regulatory standards), and completeness of reporting of reserves and resources. The Committee’s primary purpose is to assist the President& Chief Executive Officer and the Chief Financial Officer in their oversight of the integrity of the Corporation’s reported mineral reserves and resources, and apprising the Board of Directors and Audit Committee of significant developments.
  7. Responsibilities.
    1. The Committee is responsible to approve design criteria and metal price assumptions for the calculation of reserves and resources
    2. The Committee is responsible for overseeing the integrity of the mineral reserve and resource estimation process and that public disclosures adequately represent the Corporation’s mineral reserve and resource position.
    3. The Committee is responsible for understanding the Corporation’s internal control structure over the mineral reserve and resource determination process and areas that represent high risk for material misstatement of the mineral reserves and resources.
    4. Internal Audit and the Qualified Person(s) shall have direct and unrestricted access to the Committee
    5. The Committee will review with the Head of Internal Audit the adequacy of the Corporation’s internal controls over the mineral reserve and resource estimation process including the risks of fraud in reporting reserves and resources
    6. The Committee will review with the Qualified Person (and/or lead coordinator for QPs) major mineral reserves and resources risk exposures and the steps management has taken to monitor and control such exposures
    7. The Committee will review with the Qualified Person (and/or lead coordinator for QPs) the reporting principles and practices applied by the Corporation in preparing its mineral reserves and resources including:
      1. major issues as to the adequacy of the Corporation’s internal controls over reserve and resource determination and any special steps taken in light of material control deficiencies
      2. analyses prepared by the Qualified Person setting forth significant mineral reserve and resource reporting issues, estimates and judgments made in connection with the preparation of the mineral reserve and resource public disclosure document, including analyses of the effects of alternative methods of calculating reserves
    8. Prior to the release of any reserve and/or resource information, discuss with the Qualified Person (and/or lead coordinator for QPs) any significant adjustments, management judgments and estimates made since the last mineral reserve and/or resource estimate.
  8. Other. The Committee shall perform any other activities consistent with this Charter and applicable law, as the Committee or the Board determines necessary or appropriate.

III. CORPORATE RESPONSIBILITY CHARTERS

The Corporation is committed to the overall health and safety of its stakeholders and in particular, its employees and their families. The Corporation believes that a safe and healthy workplace is a moral imperative reflecting the Corporation’s respect for the individual. The Corporation is committed to the protection of the environment through the responsible stewardship of its properties. Protection of the environment is essential to the health of the communities and resources upon which the Corporation relies, and is beneficial to the Corporation and its stakeholders.

A. HEALTH & SAFETY CHARTER

The Committee’s responsibilities with respect to safety and health matters shall include:

  1. reviewing and making recommendations, as appropriate, in regard to the Corporation’s safety and health program, including corporate occupational health and safety policies and procedures;
  2. reviewing and making recommendations, as appropriate, in regard to safety and health compliance issues, if any;
  3. satisfying itself that management of the Corporation monitors trends and reviews current and emerging issues in the safety and health field and evaluates the impact on the Corporation; and
  4. reviewing the Corporation’s safety and health performance to:
    1. assess the effectiveness of safety and health program and to make recommendations for improvement, where appropriate; and
    2. determine if any safety and health issues that may be identified as a result of such review are of significance to report to the Board.

In all cases, the Committee will make recommendations, where appropriate, to the management of the Corporation and/or to the Board.

B. ENVIRONMENTAL CHARTER

The Committee’s responsibilities with respect to environmental matters shall include:

  1. reviewing and making recommendations, as appropriate, in regard to the Corporation’s environmental management program, including corporate environmental policies and procedures;
  2. reviewing and making recommendations, as appropriate, in regard to environmental compliance issues, if any;
  3. satisfying itself that management of the Corporation monitors trends and reviews current and emerging issues in the environmental field, and evaluates their impact on the Corporation;
  4. reviewing incident reports to:
    1. assess whether environmental management procedures were effective in such incidents, and to make recommendations for improvement, where appropriate; and
    2. determine if such incidents are of significance to report to the Board; and
  5. reviewing the scope of potential environmental liabilities and the adequacy of the environmental management system to manage these liabilities.

In all cases, the Committee will make recommendations, where appropriate, to the management of the Corporation and/or to the Board.

C. COMMUNITY CHARTER

The Committee’s responsibilities with respect to community responsibility matters will include:

  1. recommending actions for developing social policies, programs, procedures and activities in communities where the Corporation conducts its business to ensure that the principles set out in such policies are being adhered to and achieved and to integrate such activities with, and participate in, local communities as good corporate citizens;
  2. receiving reports from management on the social responsibility programs, including significant sustainable development, community relations and security policies and procedures;
  3. recommending actions to ensure meaningful and transparent engagement and communications with all stakeholders and seek to build truest and mutually beneficial relationships with the communities that are impacted by the Corporation’s activities.
  4. receiving reports from management that the Corporation consistently supports education, skill development and a culture of continuous improvement in its workforce, and provides sustainable skills which will yield a positive lasting legacy in the local communities long after the mine has ceased operations;
  5. satisfying itself that management of the Corporation monitors trends and reviews current and emerging issues in the corporate social responsibility field and evaluates the impact on the Corporation; and
  6. receiving reports from management on the Corporation’s corporate social responsibility performance to assess the effectiveness of the corporate social responsibility program.

In all cases, the Committee will make recommendations, where appropriate, to the management of the Corporation and/or to the Board.

D. BUSINESS CONDUCT AND HUMAN RIGHTS CHARTER

The Committee’s responsibilities with respect to community responsibility matters will include:

  1. Ensuring that the all business activities of the Corporation comply with all applicable laws and regulations;
  2. Integrating corporate social responsibility considerations within the corporate decision making process while upholding the economic, social and environmental commitments of the Corporation;
  3. Ensuring that all contractors, suppliers and agents apply business practices that are consistent with the Corporation’s policies;
  4. Satisfying itself that the Corporation upholds fundamental human rights and respect cultures, diversity, customs and values in dealing with employees an all other stakeholders who are affected by its activities.

In all cases, the Committee will make recommendations, where appropriate, to the management of the Corporation and/or to the Board.

IV. SPECIFIC DUTIES

In the course of its work and responsibilities, the Committee is expected to do the following:

  1. Review, formulate and revise with management the Corporation’s goals, policies and programs relative to technical, environmental, community, health and safety issues.
  2. Make inquiries and recommendations to the Board in respect of the Corporation’s compliance with applicable technical, environmental and occupational health and safety laws, regulations, and internal operating procedures and standards.
  3. Review with management the Corporation’s risk assessment, risk exposure and risk management in respect of technical, environmental, community, health and safety matters.
  4. Review with management the Corporation’s record of performance on technical, environmental, health and safety matters, along with any proposed actions based on such record.
  5. Inform the Audit Committee of the Board in respect of significant changes in financial risk or potential disclosure issues related to technical, environmental, community, health and safety matters.
  6. Perform such other duties and responsibilities as are consistent with the purpose of the Committee and as the Board or the Committee shall deem appropriate.
  7. Report to the Board with respect to the significant activities of the Committee and any recommendations of the Committee.
  8. Review and reassess the adequacy of these Terms of Reference on a regular basis and submit any proposed revisions to the Board for consideration and approval.

V. PROCEDURES AND ORGANIZATION

  1. The Committee shall consist of at least three Board members, composed of at least two independent directors as defined by Regulation 58-101 respecting Disclosure of Corporation Governance Practices.
  2. The Board, at its organizational meeting held in conjunction with each annual general meeting of the shareholders, shall appoint the Committee Chair and members of the Committee for the ensuing year. It is desirable that at least one member of the previous Committee be carried over to any newly constituted Committee. Any member may be removed from the Committee or replaced at any time by the Board and shall cease to be a member of the Committee upon ceasing to be a Director.
  3. The Corporate Secretary of the Corporation shall be the secretary of the Committee, unless otherwise determined by the Committee.
  4. In the absence of the Chair or Secretary at any meeting of the Committee, the members present at the meeting shall appoint one of their members to act as Chair of the Committee meeting and shall designate any Director, officer or employee of the Corporation to act as Secretary.
  5. The quorum for meetings shall be a majority of the members of the Committee, present in person or by telephone or other telecommunication device that permits all persons participating in the meeting to speak and hear each other.
  6. The Committee shall have access to such officers and employees of the Corporation, independent consultants and advisors at reasonable costs, and to such information and records of the Corporation as it considers necessary or advisable in order to perform its duties and responsibilities.
  7. Meetings of the Committee shall be conducted as follows:
    1. the Committee shall meet at least two times annually at such times and at such locations as may be requested by the Chair of the Committee. Notice of meetings shall be given to each member not less than 48 hours before the time of the meeting. However, meetings of the Committee may be held without formal notice if all of the members are present and do not object to notice not having been given, or if those absent waive notice in any manner before or after the meeting;
    2. notice of meeting may be given verbally or by letter, facsimile, email or telephone and need not be accompanied by an agenda or any other material. The notice shall specify the purpose of the meeting; and
    3. management representatives shall be invited to attend as determined by the Committee.
  8. The Committee shall report to the Board at its next regular meeting all such information and action it has taken since the previous report.
  9. The Chair shall call and convene a meeting of the Committee at the request of the Chief Executive Officer or of the Chairman of the Board.
  10. Any matter to be voted upon shall be decided by a majority of the votes cast on the question.

VI. LIMITATIONS ON COMMITTEE’S DUTIES

  1. Notwithstanding the foregoing and subject to applicable law, nothing contained in this Charter is intended to require the Committee to ensure the Corporation’s compliance with applicable laws or regulations.
  2. In contributing to the Committee’s discharge of its duties under this Charter, each member of the Committee shall be obliged only to exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. Nothing in this Charter is intended or may be construed as imposing on any member of the Committee a standard of care of diligence that is in any way more onerous or extensive than the standard to which the directors are subject under applicable law.
  3. The Committee is a committee of the Board and is not and shall not be deemed to be an agent of the Corporation’s security holders for any purpose whatsoever. The Board may, from time to time, permit departures from the terms hereof, either prospectively or retrospectively, and no provision contained herein is intended to give rise to civil liability to security holders of the Corporation or any other liability whatsoever.