TECHNICAL & SUSTAINABILITY COMMITTE CHARTER
This charter (the “Charter”) sets forth the purpose, composition, responsibilities, and authority of the Technical and Sustainability Committee (the “Committee”) of the Board of Directors (the “Board”) of Euro Manganese Inc. (“EMN” or the “Company”).
1. PURPOSE
The purpose of the Committee is to assist the Board in fulfilling its oversight responsibilities with
respect to:
a) Technical matters relating to the evaluation, permitting, construction, operation, and
development of the Company’s mineral projects, including product development activities
and production planning;
b) The review of sustainability-related policies, programs, risks and disclosures, including
environment, health and safety, community relations, and social responsibility matters;
c) The Company’s compliance with applicable environmental, health and safety, and
stakeholder agreements, laws, regulations, and internal policies;
d) The development, implementation, and monitoring of systems for managing
environmental, social, health, and safety (ESHS) risks and performance; and
e) Promoting ethical, responsible, and transparent behavior by EMN and fostering
meaningful engagement with stakeholders and host communities.
2. COMPOSITION
a) The Board shall appoint the members (the “Members”) of the Committee following each
annual general meeting of shareholders. Members will serve until the next annual
meeting or until their successors are appointed. The Board may remove a Member at any
time and may fill any vacancies. A Member will cease to be a Member upon ceasing to be
a director.
b) The Committee shall be composed of at least three (3) directors, the majority of whom
shall be independent, as defined under applicable securities laws and stock exchange
rules. The Committee may also include selected advisors to the Company at the Board’s
discretion.
3. MEETING AND PROCEEDINGS
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 a report 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) A quorum for any meeting shall be two Committee members.
e) The Committee may require officers and employees of the Company, and external
advisors, to attend meetings and provide information or reports as needed.
f) Benchmark the adequacy of this Charter against industry best practices and submit any
recommendations to the Board for approval.
4. OVERSIGHT AND COMMITTEE
Project Development & Operations: Review technical matters related to evaluation,
permitting, construction, and operations, including budgets, forecasts, production plans, and
product and mineral development activities.
Technical Risk & Compliance: Monitor risks and compliance in geological, mining,
metallurgical, community relations, health, safety, and environmental areas.
Benchmarking & Resources: Assess technical systems and processes against industry best
practices; evaluate the adequacy of technical, financial, and human resources to ensure
proper and timely development and advancement of EMN’s projects and operations.
Policy Review: Oversee policies and programs, recommending updates where necessary.
Regulatory Compliance: Monitor adherence to ESHS regulations, permits, and
stakeholder/community agreements; review and advise on any significant incidents,
investigations, or non-compliance.
Risk Management: Evaluate ESHS risk exposure and the effectiveness of management
strategies.
Reporting & Disclosure: Review periodic reports from management and external consultants
on ESHS performance; recommend for approval all material sustainability and ESHS-related
public disclosures and reports.
Stakeholder Engagement: Foster meaningful stakeholder and community engagement;
promote ethical, transparent, and sustainable practices.
Board Support: Advise the Board and make recommendations to assist in fulfilling its
responsibilities.
5. AUTHORITY
The Committee shall have:
a) Unrestricted access to Company information and personnel necessary to fulfill its
responsibilities;
b) The authority to engage and compensate outside legal, technical, or other advisors as it
deems appropriate; and
c) The right to request the attendance of Company officers, employees, or external experts
at Committee meetings;