© 2019 by Euro Manganese Inc.

Governance,  Compensation, Nominating and Sustainability Committee Charter
Accepted by the Board of Directors: December 14, 2017

GENERAL

The Governance, Compensation, Nominating and Sustainability Committee (the "Committee"), under the supervision of the Board, has responsibility:

 

  1. monitoring and assessing the functioning of the Board, committees of the Board, and the individual members of the Board; 

  2. ensuring the Board, directors and management adopt and observe good corporate governance practices;

  3. establishing a process for identifying, recruiting, appointing, and providing ongoing development for directors; 

  4. ensuring levels of executive compensation that are competitive and motivating in order to attract, hire, hold and inspire the Company’s Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, President and other executive officers (collectively, the "Management") and certain key employees and non-executive officers below the vice-president level (collectively, the "Non-Management Officers") and for recommending compensation for directors;

  5. establishing, monitoring, managing and coordinating the sustainable development strategy of the Company and its implementation based on very high ethical and moral standards, as approved by the Board of Directors. 

  6. monitoring, managing and coordinating sustainability matters, including environmental, health and safety and social matters, policies and programs and oversees performance in such areas based on very high standards, as approved by the Board of Directors

 

COMPOSITION

The Committee shall be comprised of a minimum of three (3) members, the majority of whom shall be "independent" directors as defined in section 1.4 of National Instrument 52-110.

The Committee shall meet as often as the Chair shall determine to be necessary or appropriate, but at least twice during each year, and more frequently if deemed necessary by the Chair of the Committee or requested by the Board.

Committee Duties and Responsibilities

Subject to the powers and duties of the Board, the Board hereby delegates to the Committee the following powers and duties to be performed by the Committee on behalf of and for the Board:

 

a. establish qualifications and skills necessary for an effective Board and for the various

committees of the Board, including but not limited to factors such as professional

experience, areas of competency, skill and expertise, personal character, potential

conflicts of interest, diversity, and other commitments, such as service on other boards, all in the context of the needs of the Board and the Company as a whole;

 

b. determine the number of independent directors who should sit on the Board and review the size, composition, mandate/charter and performance of the Board and the various committees of the Board, and make recommendations for appointment, removal of directors or other adjustment as appropriate;

 

c. establish and oversee orientation of new directors and ongoing education of directors;

 

d. review and approve corporate goals and objectives relevant to CEO compensation, evaluating the CEO’s performance in light of those corporate goals and objectives and determine (or make recommendations to the Board with respect to) the CEO’s compensation level based on this evaluation;

 

e. make recommendations to the Board with respect to officer and director compensation, incentive compensation plans and equity-based plans; 

 

f. review and monitor the sustainability (including environmental, health and safety) policies, systems and activities of the Company on behalf of the Board and seek assurance that the Company is in compliance with applicable laws, regulations and the conditions of applicable permits and licences;

 

g. review quarterly and special environmental, health and safety reports prepared by management to advise the Board whether the Company is taking all necessary action in respect of those matters;

 h. review results of environment, health and safety audits conducted by management and outside advisors;

 

i. at the request of the Board, ensuring that principle areas of sustainability (including environmental, health and safety) risk and potential impacts are identified by management;

 

j. review the assumptions and methodology underpinning of the Company’s mineral reserve and mineral resource estimates, and satisfy itself that the judgement exercised was reasonable; and, if satisfactory, recommend Board approval of technical reports and annual mineral reserve and mineral resource estimates;

k. review technical and operational matters on behalf of the Board.

 

The Committee shall also periodically, or at least annually:

 

a. assess the overall effectiveness of (i) the Board as a whole, (ii) individual directors (including the Chair, and any Lead Director, if appointed) and (iii) each of the committees (other than the Committee which shall be evaluated by the full Board) from a corporate governance perspective and compliance with the relevant mandate, charter or terms of reference as applicable;

 

b. review compliance with applicable securities and corporate legislation, and stock exchange policies;

 

c. review the Company's corporate governance policies, including without limitation any

mandate, charter, terms of reference, policy or code that comprises the Company's Corporate Governance Policies, the Company's performance in respect of such policies, and any matters arising pursuant to such policies, as well as any waivers from compliance granted to    officers or directors, and make recommendations to the Board as appropriate;

 

d. recommend to the Board for approval, and periodically review, the process for the determination of the independence of the directors, and financial literacy and financial expertise of directors as necessary, in accordance with applicable securities laws and regulations, including any stock exchange upon which the Company's shares are listed;

 

e. review and address all complaints to the Board, except those to be reviewed by the Audit Committee;

 

f. ensure that any issues relating to corporate governance which are identified by the directors involving management are resolved with management;

 

g. be responsible for ensuring all public disclosure requirements concerning the Company's

corporate governance system are observed;

 

h. with the CEO, develop or review position descriptions for the CEO, President, CFO and

COO, if applicable, defining limits to management's authority; and

 

i. undertake such other initiatives as are necessary or desirable to provide effective corporate governance for the Company.

 

The Committee shall have authority to engage outside consultants to review corporate governance, nominating and sustainability issues as appropriate, and shall have the sole authority to engage search firms to assist in the identification of director candidates and the sole authority to set the fees and other retention terms of such firms (subject to any annual spend limitations specified by the Board).

 

The Committee shall have the right to conduct a portion of each meeting without the presence of non-independent directors and management, and may invite other directors and/or management to attend Committee meetings.

 

The Committee shall also have such other powers and duties as are delegated to it by the Board from time to time. 

 

The Committee shall conduct a periodic self-assessment of its performance and report the results of such assessment to the Board.