The Health, Safety, Environment and Communities Committee (the “Committee”) of Turquoise Hill Resources Ltd. (the “Corporation”) assists the Board of Directors of the Corporation (the “Board”) in fulfilling its oversight responsibilities by ensuring the Corporation has established appropriate practices with respect to sustainable development matters affecting the Corporation in the following areas: health, safety, environment and relationships with communities.
2. Organization of the Committee
The Committee shall consist of three or more directors, at least one of whom shall satisfy the independence requirements of applicable securities laws, stock exchanges and any other regulatory requirements.
The members of the Committee shall be appointed by the Board on the recommendation of the Nominating and Corporate Governance Committee and serve at the pleasure of the Board. A majority of the members of the Committee shall constitute a quorum.
3. Meetings of the Committee
The Committee shall meet as many times as the Committee deems necessary to carry out its duties effectively, but not less frequently than three times per year. Meetings shall be called by the chair or a majority of the members of the Committee.
The Board, or failing such selection, the members of the Committee, shall select a chair who will preside at each meeting of the Committee.
The chair of the Committee shall ensure that the agenda for each upcoming meeting of the Committee is circulated to each member of the Committee on a timely basis in advance of such meeting.
4. Responsibilities of the Committee
The Committee shall have the following responsibilities:
- Take all reasonable measures to ensure that appropriate health, safety, environmental and communities’ policies are in place and review and recommend, as appropriate, changes to such policies.
- Take 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.
- Assess 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.
- Review and assess management recommendations with respect to health, safety, environment and communities’ industry trends and recommendations for improvement of the Corporation’s health, safety, environmental and communities policies and procedures.
- Take all reasonable measures to ensure that appropriate employee training standards and communications are developed.
- Review the systems and controls in place to ensure appropriate scoping, estimating and accounting for environmental costs.
- Review and assess annually its own performance and the adequacy of this Charter and recommend to the Nominating and Corporate Governance Committee any changes to this Charter deemed appropriate by the Committee.
The chair of the Committee reports regularly to the Board on the business of the Committee as well as at such time and in such manner as the Board may otherwise require.
6. Retention of Independent Advisors
In performing its responsibilities, the Committee may, as required and subject to advising the chairman 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; and
- 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 Charter 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 Committee.