Turquoise Hill’s Board of Directors and management believe that regular and constructive engagement with the Company’s shareholders is important in contributing to good corporate governance and transparency. This policy outlines how the Board communicates with shareholders and how shareholders can communicate with the Board and management of Turquoise Hill.
To allow shareholders to provide timely and meaningful feedback, Turquoise Hill has developed practices appropriate for its shareholder base to facilitate constructive dialogue. Examples of such practices include meetings with institutional investors, periodic investor site visits at Oyu Tolgoi, attendance at institutional investor conferences and industry forums and maintenance of the investor relations information provided on the Company’s website. Further, management provides updates regarding Turquoise Hill’s financial results, development progress and operational performance periodically throughout the year as part of its continuous public disclosure, at investor presentations, conference calls/webcasts and by news release.
The Company recognizes that feedback from shareholders assists management in understanding what information and disclosure is most meaningful and helpful to shareholders and the broader investment community. Accordingly, Turquoise Hill has instituted procedures to ensure that the Board and management consider and respond to shareholder concerns in a transparent and disciplined manner that is consistent with the Company’s governance structure and its policies governing corporate disclosure and confidentiality. All shareholder inquiries and comments relating to Turquoise Hill’s business and operations, financial results, strategic direction and similar matters should be directed to Turquoise Hill’s Investor Relations team at Investor.Relations@turquoisehill.com.
ENGAGEMENT WITH THE BOARD OF DIRECTORS OF TURQUOISE HILL
While Turquoise Hill’s governance structure is founded and limited by contractual agreements between Turquoise Hill and its majority shareholder, Turquoise Hill’s directors are committed to understanding shareholder expectations, perspectives and concerns with a view to advancing in good faith the best interests of the Company. To that end, Turquoise Hill directors, and in particular its independent directors, will continue to engage with shareholders as appropriate.
The Board welcomes shareholder inquiries and comments relating to the following matters:
- Corporate governance practices and disclosure;
- Board performance;
- Executive performance and compensation;
- Board and Committee composition and qualifications; and
- Turquoise Hill’s relationship with its majority shareholder.
Matters not directly related to the foregoing are most appropriately addressed by management through Turquoise Hill’s Investor Relations team.
The Board has designated the Corporate Secretary as its agent to receive communications addressed to the Board or any director. Shareholders or other stakeholders may communicate with the Board by writing to the Corporate Secretary, as follows: Corporate.Secretary@turquoisehill.com.
The Board will consider each request and determine how to proceed. Any subsequent communication or meeting will be limited to the predetermined topics identified in the communication or meeting’s agenda.
DISCLOSURE BY THE TURQUOISE HILL BOARD OR MANAGEMENT
Shareholders are advised that directors, officers and employees of Turquoise Hill are prohibited by applicable securities laws and Company policy from disclosing or discussing potentially material non-public information about the Company during the course of any engagement with shareholders. Further, disclosure of certain information about the Company is subject to the Company’s policies and practices with respect to the treatment of confidential information. These constraints may impact the timing and substance of communications or meetings with shareholders.
The Nominating & Corporate Governance Committee of the Board will periodically review this policy and recommend any changes to the Board for approval.