Sustainability Committee Charter
SUSTAINABILITY COMMITTEE CHARTER
Approved by the Board of Directors February 10, 2022
The Board of Directors (“Board”) of Euro Manganese, Inc. (“EMN”) has established the Sustainability Committee of the Board (“Committee”). This Charter sets out the role, responsibilities, composition, and functions of the Committee.
The role of the Committee is to monitor EMN’s overall approach to sustainability. The Committee will:
a) Review EMS’s sustainability matters,
b) Advise the Board on these matters, and/or
c) Make recommendations to the Board to assist in its oversight role.
Sustainability matters include EMN’s safety, health, environmental, and social policies and practices.
The Committee’s role is intended to promote ethical, responsible, and transparent behavior by EMN and foster meaningful engagement with its stakeholders and communities.
The Committee will review, advise and/or recommend in four major sustainability matters:
a) Safety policies and systems, with a particular focus on maintaining a up to date safety dashboard delineating safety incidents, near misses, training, audits, and inspections.
b) Health policies and responsibilities, with an emphasis on insuring compliance with applicable laws, regulations and conditions of applicable permits and licenses.
c) Environmental impact on energy, water, pollution, waste, and recycling.
d) Social policies and practices, including:
1) Board composition: EMN seeks a Board with a diversity of skills, experiences, genders, opinions, and strategies.
2) Human resource policies: EMN wants to foster a corporate culture of strong employee engagement, inclusion, and career development.
3) Environmental Social and Governance: ESG is important to EMN stakeholders including employees, customers, government entities
and investors. The Committee will review, advise and/or recommend on ESG matters.
a) Committee Members are appointed by the Board.
b) The Committee is comprised of at least three members of the Board, of which a majority shall be independent, as defined by applicable securities laws and stock exchange rules and selected Advisors to the Company.
c) The Committee Chair is designated by the Board.
d) Committee Members can be replaced by the Board.
e) A quorum for any meeting shall be two Committee members.
f) The Board may, at any time, remove or replace a Committee Member, and increase/decrease the size of the Committee.
a) The Committee shall meet at least once each quarter, or more frequently as determined by the Chair.
b) The Committee will establish its procedures and govern itself as the members see fit in order to fulfill the Committee role and responsibilities.
c). The Committee shall keep minutes of its meetings and provide them to the Board at its next regularly scheduled meeting following the Committee meeting. Minutes will contain status and any recommendations that were approved by the Committee.
d) The Committee has the authority to engage and compensate any outside advisor that it determines to be necessary or advisable to permit it to carry out its duties.
e) Benchmark the adequacy of this Charter against industry best practices and submit any recommendations to the Board for approval.
f) Evaluate the performance of the Committee and its members on an annual basis, including reviewing the compliance of the Committee with this charter.
g) Perform any other duties or responsibilities delegated to the Committee by the Board from time to time.