Health Safety Environment Community Technical (HSECT) Committee Charter
Minto Metals (the “Company”) is committed to achieving technical excellence while promoting human health and safety, environmental excellence and sustainable community development. Sound and safe operations, environmental stewardship and the development of local communities are at the core of our values. Our technical, environmental, social and governance performance is guided by the United Nations Guiding Principles on Business and Human Rights, the International Council on Mining and Metals Principles and internationally recognized best practices. We recognize that the long-term sustainability of our business is dependent on good stewardship in the protection of people and the environment, and in the responsible exploration and extraction of mineral resources.
The purpose of the Health, Safety, Environment, Community and Technical Committee (the “Committee”) is to:
(a) Review, approve, and enhance, as appropriate, company practices and policies relating to health, safety, environment, community and technical matters,
(b) assist the Company to comply with all applicable laws and regulations and engage in HSECT best practices, as appropriate, during exploration, development, operations, rehabilitation & closure activities,
(c) assist the Company to achieve internationally recognized best practices, accountabilities and programs in HSECT arenas,
(d) monitor, on behalf of the Board, how the Company’s management is progressing on various HSECT matters;
(e) monitor, on behalf of the Board, the Company’s important permits and permitting processes;
(f) oversee the Company’s compliance with community and other stakeholder agreements;
(g) monitor the Company’s risk exposures as they relate to HSECT matters and oversee the Company’s risk assessment strategy
monitor the Corporation’s external reporting in relation to health, safety, environmental and community conduct.
providing a forum within the Company for discussion of emerging HSECT issues and solutions for key stakeholders; andact as a resource to management on HSECT matters to ensure at a minimum, the company addresses:
(h) Identifying and engaging with our communities of interest in timely, inclusive, ethical, transparent and culturally-respectful dialogue prior to undertaking significant activities throughout the life of a project;
(i) Establishing formal grievance mechanisms as part of our overall community engagement process;
(j) Implementing meaningful and effective strategies for community engagement and sustainable practices beyond the life of the operations of the mine;
(k) Promoting a safe environment for local communities and foster a work environment free
from discrimination or gender bias
(l) Respecting the social, economic and cultural rights of local people.
2. Composition and Qualification
(a) the Committee shall consist of a minimum of three directors;
(b) at least a majority of the members of the Committee shall be independent directors; and
(c) the directors on the Committee shall possess a range of health, safety, environment, community and technical expertise necessary to adequately address matters facing the Committee.
3. Member Appointment and Removal
(a) the Committee members are appointed by the Board on the recommendation of the Corporate Governance, Nominating and Compensation Committee in consultation with the Chairman;
(b) consideration will be given to rotating the Committee members periodically; and
(c) the Board may at any time remove a member from the Committee.
(a) the Committee will meet at least four times annually, or more frequently as circumstances may warrant.
(b) the Committee may meet with, receive and/or request reports from management and shall have access to any company documents or personnel that it deems essential to carry out its responsibilities.
(c) a quorum for the transaction of business at all meetings of the Committee shall be a majority of members; and
(d) the committees welcomes the participation of the President and Chief Executive Officer and other members of management at their meetings, as appropriate, to provide information and expertise and to support communication between the Board and management. During a part of each meeting, as required, every committee also holds an “in camera” session attended by only the appointed members of the committee.
5. Position Description and Responsibilities for Chairman
The Chairman of the Committee shall be an independent director appointed by the Board on the recommendation of the Governance, Nominating and Compensation Committee on an annual basis following the election of the Directors at the Company’s Annual General Meeting of shareholders.
The Chairman shall:
(a) work with the Chairman of the Board and the CEO, and manage the Committee, in a manner that ensures these relationships are effective and efficient and furthers the best interests of the Company.
(b) act as the principal sounding board and counsel for the directors and the CEO with respect to HSE and Technical matters.
(c) ensure that, as appropriate, the Chairman of the Board, and the CEO are aware of concerns of the Committee.
(d) provide strong leadership of the Committee in reviewing and monitoring the aims, strategy, policy, and directions of the Committee in order to achieve its objectives.
(e) communicates with the Board to keep it current on all major developments involving HSE and technical matters.
(f) set the frequency of the Committee meetings and reviews such frequency as appropriate; and
(g) chair and manage meetings of the Committee.
The Committee shall act as an internal consultant to management and shall:
(a) review HSECT policies at least annually to ensure that they adequately reflect the Company commitment to environmental stewardship, the health and safety of its workers and the development and well-being of the communities in which it operates and, where appropriate, report and make recommendations to the Board;
(b) review periodic reports from management and consultants on HSECT performance to ensure the company meets high HSECT standards and, where appropriate, report and make recommendations to the Board;
(c) review with management any extraordinary event or condition involving environmental or community impact or risk to health or safety and, where appropriate, report and make recommendations to the Board;
(d) review, at least annually, the legal, technical, and financial commitments for mine closure and the adequacy of financial provisions to meet these commitments and, where appropriate, report and make recommendations to the Board;
(e) review, at least annually, the status of all material environmental and operating permits and permit applications and, where appropriate, report and make recommendations to the Board
(f) review, at least annually, all material environmental and safety issues and related action plans at each site operated by the Company and, where appropriate, report and make recommendations to the Board;
(g) assist management to develop environmental protection and safety management systems;
(h) assist management to develop effective awareness, communication, and training programs on matters of worker safety and environmental protection;
(i) assist management in developing programs to effectively communicate with workers, contractors, and local communities on matters of environmental protection and worker safety;
(j) encourage and review sustainability efforts and social investment in the communities impacted by the Company’s operations;
(k) review public reporting relating to the Company’s ESG performance;
(l) in the event of community conflicts which may affect the Company’s operations, assets and/or personnel, oversee management’s strategy and actions and make recommendations, as necessary, to management and the Board; and
(m) perform any other activities consistent with this Charter and Applicable Laws as the Committee deems necessary or appropriate.
(n) have a member of the committee make a site visit on an annual basis.
The Committee shall have the authority to delegate any of its responsibilities to subcommittees or individual members as the Committee deems appropriate.
The Committee shall have the authority:
(a) to engage independent counsel and other advisors, including without limitation environmental or safety consulting firms, that it determines are necessary to carry out its duties
(b) to set and pay the compensation for any advisors employed by the Committee for the purpose of carrying out its duties; and
(c) to set and pay the ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties.
(a) The Committee has a duty to report to the Board all matters that it considers to be important for Board consideration; and
(b) The minutes of the Committee will be in writing and duly entered into the books of the Company and will be circulated to all members of the Board.
(a) Annually review the adequacy of this Charter and recommend appropriate revisions to the Board of Directors.
(b) Report the Committee’s findings in the above areas to the Board of Directors on a regular basis
10. Limitations on Committee’s Duties
In contributing to the Committee’s discharging of its duties under this mandate, 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 mandate is intended, or may be construed, to impose on any member of the Committee a standard of care or diligence that is in any way more onerous or extensive than the standard to which all Board members are subject. The essence of the Committee’s duties is monitoring and reviewing to gain reasonable assurance (but not to ensure) that the Fundamental Activities are being conducted effectively and that the Environmental, Health, Safety, Community Relations and Technical functions of the Company are being met and to enable the Committee to report thereon to the Board.
Reviewed and approved by the Board of Directors on 15th day of December 2021.