The Board of Directors (the "Board") of Turquoise Hill Resources Ltd. (the "Corporation") shall have the oversight responsibility, authority and specific duties as described below.
From time to time, the Board may delegate certain tasks to its committees. However, such delegation does not relieve the Board of its overall responsibilities.
This Mandate will be reviewed periodically by the Board of Directors of the Corporation and modified as required from time to time.
2. Organization of the Board of Directors
- Minimum of three (3) and maximum of fourteen (14), as provided for in the articles of the Corporation.
- The Board is constituted with a majority of individuals who qualify as independent directors, as determined by the Board.
(c) Director Compensation
- The Board shall establish guidelines for determining the form and amount of director compensation, upon recommendation of the Compensation and Benefits Committee.
- The Nominating and Corporate Governance Committee annually supervises the performance assessment of individual directors, the Board as a whole, the Board committees, and the Board and committee chairs.
3. Meetings of the Board of Directors
The quorum at any meeting of the Board is a majority of directors in office. The Board holds regular annual and quarterly meetings. The Board also meets on an ad hoc basis as required, generally by means of telephone conferencing facilities. Meetings of the Board shall be called by the chair or a majority of the directors of the Board.
The Board chair develops the agenda for each meeting of the full Board in consultation with the CEO. The agenda and the appropriate material are provided to directors of the Corporation on a timely basis prior to any meeting of the Board. Each director shall review all Board meeting materials in advance of each meeting, shall make all reasonable efforts to attend all Board and Board committee meetings, and is expected to take an active part in Board decisions.
The agenda for each regularly scheduled and ad hoc Board meeting will include as standing items at the end of each meeting: i) an in camera session of the full Board separate from management and ii) an in camera session of the independent directors separate from management. Additional meetings of independent directors may be held from time to time in order to discuss any related party transaction or matters which pertain to the controlling shareholder.
4. The Role of the Board of Directors
Specific responsibilities of the Board include, but are not limited to, the following:
(a) With respect to strategic planning
- Establishing with management significant corporate plans and strategic initiatives.
- Reviewing and approving, on at least an annual basis, the Corporation's strategic plans, which take into account, among other things, the opportunities and risks of the business, and adopting a strategic planning process and monitoring the Corporation's performance.
- Taking all reasonable measures to ensure that policies and processes are in place for identifying principal business risks and opportunities for the Corporation, addressing the extent to which such risks are acceptable to the Corporation, and ensuring that appropriate systems are in place to manage risks.
(b) With respect to financial matters and internal control
- Reviewing and approving the annual and quarterly capital and operating plans and budgets.
- Reviewing and approving significant deviations from the capital and operating plans and budgets.
- Overseeing the integrity and quality of the Corporation's financial statements and approval of their disclosure.
- Reviewing the general content of, and the Audit Committee's report on the financial aspects of, the Corporation's Management Discussion & Analysis, information circulars, annual information forms, annual reports, offering memorandums and prospectuses, and other documents required to be disclosed or filed by the Corporation and approving same for public disclosure and filing with regulatory authorities.
- Approving material investments, dispositions and joint ventures, and approving any other major initiatives outside the scope of approved operating plans and budgets.
- Approving the issuance of any securities of the Corporation.
- Approving the incurrence of any debt by the Corporation outside the ordinary course of business.
- Determining dividend policies and procedures, if applicable.
- Taking all reasonable measures to ensure that policies and processes are in place to ensure the integrity of the Corporation's internal control, financial reporting and management information systems.
- Instructing the Corporation's representatives on the Oyu Tolgoi Operating Committee and the Oyu Tolgoi Technical Committee on their votes on matters to be decided during those committee meetings.
- Reviewing periodically the Corporation's communications policy and monitoring the Corporation's communications with analysts, investors and the public.
(c) With respect to human resources and performance assessment
- Reviewing and approving the Corporation's incentive compensation plans.
- Appointing the CEO in agreement with its controlling shareholder.
- Monitoring the performance of the CEO and succession plans for the CEO in agreement with the Corporation's controlling shareholder and, with the advice of the Compensation and Benefits Committee, approving the compensation of the CEO.
- Monitoring the performance of senior management and succession plans for senior management in agreement with the Corporation's controlling shareholder and, with the advice of the Compensation and Benefits Committee, approving the compensation of senior management.
- Overseeing labour and human resources policies.
(d) With respect to director nominations and corporate governance matters
- Nominating the candidates for the Board to the shareholders, based on recommendations from the Nominating and Corporate Governance Committee.
- Taking all reasonable measures to satisfy itself as to the integrity of management and that management creates a culture of integrity throughout the Corporation.
- Reviewing, on a regular basis, appropriate corporate governance structures and procedures, including the identification of decisions requiring approval of the Board and, where appropriate, measures for receiving stakeholder feedback, and the adequate public disclosure thereof.
- Determining the composition, structure, processes, and characteristics of the Board and the terms of reference of committees of the Board, and establishing a process for monitoring and evaluating the performance of the Board, its committees and its directors on an ongoing basis.
- Enhancing succession planning at the Board level by requiring directors to offer their resignation to the chair of the Nominating and Corporate Governance Committee upon reaching twelve (12) years of service on the Board, for consideration by the Board in its absolute discretion. In exercising this discretion, the Board takes into consideration the skills, background and diversification requirements of the Corporation's future strategic initiatives.
- Taking reasonable steps to ensure the ability of each candidate to make the commitment of time necessary to be a director of the Corporation, including the application of the following guidelines when considering candidates to become directors of the Corporation or continued membership on the Board: (a) for candidates that are chief executive officers or other senior executives of public corporations, individuals should hold no more than two (2) public corporation directorships (including the Corporation's Board), and (b) for other candidates, individuals should hold not more than five (5) public corporation directorships (including the Corporation's Board).
- Reviewing and approving, at its discretion, any outside directorships proposed to be held by any executive officer of the Corporation.
- Appointing Board committees and delegating to any such committees powers of the Board as appropriate and legally permissible.
- Ensuring an appropriate orientation and education program for directors is provided.
- Monitoring the ethical conduct of the Corporation and ensuring that it complies with applicable legal and regulatory requirements as well as adopting and reviewing, on a regular basis, the Corporation's Code of Business Conduct, applicable to the Corporation's directors, its CEO, its financial officers and its other officers and employees and monitoring compliance with such code.
- Reviewing this Mandate and other Board policies and charters for Board committees in place from time to time and proposing modifications as applicable based on the recommendation of the Nominating and Corporate Governance Committee.
- Taking all reasonable measures to ensure that appropriate policies and processes are in place to ensure the Corporation's compliance with applicable laws and regulations, including timely disclosure of relevant corporate information and regulatory reporting.
- Ensuring that the directors have direct access to management and, as necessary and appropriate, independent advisors.
- Ensuring evaluations of the Board, Board committees and Directors are carried out at least annually.
- Approving the Corporation's Management Information Circular and Annual Information Form based on the recommendations of the Nominating and Corporate Governance Committee, the Audit Committee and the Compensation and Benefits Committee.
(e) With respect to health, environment, safety and communities
- Overseeing the adoption and review of environmental policies and procedures.
- Taking all reasonable measures to ensure safety and security throughout the operations of the Corporation based on the recommendation of the Health, Safety, Environment and Communities Committee.
- Taking all reasonable measures to ensure that appropriate management reporting and control systems are in place to monitor the status of compliance with the Corporation's health, safety, environmental and communities policies, as well as applicable laws and regulations in the areas of health, safety, environment and communities based on the recommendation of the Health, Safety Environment and Communities Committee.
- Assessing the adequacy of the Corporation's remedial actions following the identification of areas of concern with respect to health, safety, environmental and/or communities matters.
- Reviewing the systems and controls in place to ensure appropriate scoping, estimating and accounting for environmental costs.
5. Retention of Independent Advisors
In performing its responsibilities, the Board may, as required and subject to advising the chair of the Board, engage an outside advisor for advice and assistance at the expense of the Corporation.
Note that the Corporation is subject to the requirements set forth in the following agreements which may affect the above:
- The Private Placement Agreement dated October 18, 2006 among the Corporation and Rio Tinto International Holdings Limited;
- The Heads of Agreement dated December 8, 2010 among the Corporation and Rio Tinto International Holdings Limited;
- The Memorandum of Agreement dated April 17, 2012 among the Corporation, Rio Tinto International Holdings Limited and Rio Tinto South East Asia Limited, as amended pursuant to an Amending Agreement dated May 22, 2012;
- The Memorandum of Agreement dated August 23, 2013 among the Corporation, Rio Tinto International Holdings Limited and Rio Tinto South East Asia Limited, as amended pursuant to an Amending Agreement dated November 14, 2013; and
- The Financing Support Agreement dated December 15, 2015 among the Corporation and Rio Tinto plc.
Nothing contained in this mandate is intended to expand applicable standards of conduct under statutory, regulatory or exchange requirements for the directors of the Corporation or the members of the Board committees.