Social Responsibility & Technical Committee Charter
equinox gold is committed to achieving a high level of performance in health, safety, and environmental-related matters, social responsibility and other technical matters that influence the overall performance of the Company.
The primary function of the Social Responsibility and Technical Committee (the “Committee”) is to assist the Board of Directors of Equinox Gold Corp. (the “Company”) in fulfilling its oversight responsibilities with respect to the Board’s and the Company’s continuing commitment to improving and ensuring that the Company’s activities are carried out, and that its facilities are operated and maintained, in a safe and environmentally sound manner. The primary function of the Committee is to monitor, review and provide oversight with respect to the Company’s policies, standards, accountabilities and programs relative to health, safety, environmental-related matters (“HSE”), social responsibility (“SR”) and other technical matters defining the overall performance of the Company. Further, the Committee will advise the Board and make recommendations for the Board’s consideration regarding HSE-related issues.
The scope of activities for which the Committee provides oversight includes:
- the Company’s HSE programs and their effectiveness;
- the Company’s SR programs and their effectiveness;
- corporate development/acquisitions;
- the Company’s environmental and permit compliance programs and their effectiveness;
- construction and/or operational activities of the Company in respect of mineral properties;
- technical studies and evaluations of the Company’s properties;
- mineral resources and reserves of mineral properties; and
- providing a forum for ideas and solutions for key stakeholders within the Company.
II. OVERSIGHT FUNCTION
Relying on the integrity of the Company’s management, the members of the Committee are members of the Board of Directors and, as such, are appointed to provide broad oversight of the Company’s activities and affairs, and are not accountable or responsible for the Company’s day-to-day activities (as they pertain to technical matters or otherwise), nor for the administration or implementation of arrangements relating thereto. Rather, the Company’s management is responsible for such matters.
III. COMPOSITION, MEETINGS AND AUTHORITY
The Committee will be comprised of at least three directors, each of whom shall be generally familiar with general and technical matters relating to HSE and social responsibility in respect of a mineral property in activities such as exploration, development, permitting, construction, operational and site closure activities.
The members of the Committee shall be elected by the Board of Directors. The Board may remove a member of the Committee at any time and may fill any vacancy occurring in the Committee. Unless a Chair is elected by the full Board of Directors, the members of the Committee may designate a Chair by a majority vote of the full Committee membership. The Chair will chair all regular sessions of the Committee and set the agenda of matters to be addressed at Committee meetings, together with appropriate briefing materials.
The Committee will appoint an individual, who need not be a director or a member of the Committee, to be the Secretary of the Committee.
The Committee may form and delegate authority to one or more subcommittees, which may consist of one or more members, as it deems necessary or appropriate from time to time under the circumstances. Meetings of the Committee shall be held from time to time, at least twice per year or more frequently if circumstances require, as the Committee or the Chair of the Committee shall determine upon 48 hours’ notice to each member of the Committee. The notice period may be waived by a quorum of the Committee.
The Committee will have access to such officers and employees of the Company, and to such information respecting the Company, as it considers necessary or advisable in order to perform its duties and responsibilities. Management representatives may be invited to attend as necessary in the discretion of the Committee.
The Committee may retain and terminate the services of outside specialists, counsel or other consultants and advisors to the extent it deems appropriate and shall have the sole authority to approve their fees and other retention terms. The Company shall provide for appropriate funding, as determined by the Committee, for payment to any advisors retained by the Committee.
The quorum for the transaction of business at any meeting of the Committee or any subcommittee thereof shall be a majority of the members of the Committee or subcommittee, present in person or by telephone or other telecommunication device that permits all persons participating in the meeting to speak and to hear each other. Decisions by the Committee will be by the affirmative vote of a majority of the members of the Committee, or by consent resolutions in writing signed by each member of the Committee.
The Secretary of the Committee shall prepare and maintain minutes of its meetings and deliberations. The Committee shall periodically report to the Board of Directors regarding such matters as are relevant to the Committee’s discharge of its responsibilities, and shall report in writing on request of the Chairman of the Board of Directors.
The Committee shall evaluate its own performance at least annually and recommend to the Compensation & Corporate Governance Committee (for referral to the Board of Directors) the qualifications and criteria for membership on the Committee.
IV. DUTIES AND RESPONSIBILITIES
In order to encourage a high level of performance by the Company in areas related to corporate responsibility, the Committee is committed to providing oversight with respect to the HSE matters, and social responsibilities to the communities in which it operates.
Health, Safety and Environmental / Social Responsibilities
- Recommend to the Board for approval, as necessary, management’s plans and actions to implement policies and standards with respect to HSE, SR and community relations matters.
- Review periodic reports from management and consultants on operational performance in the HSE / SR areas, including any significant issues and recommendations, and report its findings to the Board.
- Encourage and review sustainability efforts and social investment in the communities impacted by the Company’s operation.
- 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.
- Review the Company’s communication practices with employees, consultants and contractors concerning the importance of developing (i) an awareness of the importance of sound HSE / SR policies and practices; and (ii) a culture of compliance with those policies and practices.
- Oversee the Company’s compliance with regulatory requirements and review significant non-compliance issues. In the event of the occurrence of a material incident, which occurrence is required to be reported to appropriate regulatory authorities, receive and review as soon as reasonably practicable, a report from management detailing the nature of the incident and describing the remedial action being taken. Such report is to be made to the Chairman of the Committee, who will determine what other action by the Committee is appropriate.
- Review with management safety, health and environmental emergency response planning procedures of the Company.
- Receive and review, from time to time, reports from the Company’s general counsel on civil or criminal proceedings involving the Company which relate to safety, health or environmental or other business matters and which could have a material effect on the financial position of the Company.
- Review the qualifications of staff in leadership positions in the HSE areas, and meet privately with such staff periodically.
- Provide appropriate guidance, where available, to the Board on evolving laws and regulations in the HSE areas with respect to Director’s duties and responsibilities and as required, on evolving industry practices regarding social responsibility.
- Review annually the adequacy of the Company’s HSE / SR policies and programs. Recommend any changes to the Board for consideration which are necessary to keep pace with HSE / SR trends or developments in the international mining industry.
- Review not less than annually, reports from management on compliance with the HSE / SR policies of the Company, and with any applicable regulatory requirement and report any material non-compliance with the HSE / SR policies to the Board of Directors. This includes the review of the remedial action being taken.
- As deemed appropriate by the Board, and at least annually during construction and production:
- Monitor the Company’s programs and procedures related to HSE / SR to ensure compliance with applicable laws and regulations;
- Review management’s assessment of the impact of proposed or enacted laws, regulations, international treaties and voluntary codes and initiatives related to HSE / SR; and
- Report to the Board when a finding is made of an insufficiency of resources available for carrying out Company’s HSE /SR obligations.
To fulfill its duties and responsibilities, the Committee shall:
- Review and oversee the Company’s overall approach to establishing objectives relating to exploration, development, permitting, construction and operational activities, including with respect to budget requirements, allocation of resources, steps to be implemented and timing for completion.
- Review technical matters relating to exploration, development, permitting, construction and/or operational activities of the Company in respect of mineral properties.
- Review mineral resource and reserve estimates in respect of the Company’s mineral properties and Management’s policies and procedures regarding the disclosure of resource and reserve information.
- Review all proposed major commercial arrangements regarding EPCM activities planned for the development of mineral properties (including mine construction programs).
- Review annual operating and production plans for proposed and existing mines.
- Review with management the Company’s major operational risk exposure, including a regular review of the top technical risks identified by management, and the policies and practices adopted by the Company to mitigate those risks.
- At the discretion of the Committee, make such recommendations as it sees fit to the Board of Directors in relation to any of the foregoing.
- Annually review the adequacy of this Charter and recommend appropriate revisions to the Board of Directors.
- Report the Committee’s findings in the above areas to the Board of Directors on a regular basis.
APPROVED BY THE BOARD OF DIRECTORS
Date: May 2, 2018