Board Charter

A. OBJECTIVES

The role of the Board of Directors (the "Board") of Nevsun Resources Ltd. (the "Company") has two fundamental elements: decision-making and oversight.  Its decision-making role is to formulate with management and approve certain polices, strategic goals, standards and actions of the Company. Its oversight role is to review management decisions, the adequacy of systems and controls and adherence to policies and delegations of authority. In carrying out its role, the Board has unrestricted access to management and may engage and approve the nature and terms of engagement of any advisor to assist it in fulfilling its responsibilities.

B. PROCEDURE AND ORGANIZATION

A quorum for the transaction of business at any meeting of the Board shall be a majority of the number of directors then in office. The Corporate Secretary of the Company (or the person appointed by the Board to take minutes) shall have the responsibility for taking minutes of all meetings of the Board. In the case of an equality of votes at a meeting of the Board, the chair of the meeting shall not have a second or casting vote.

The Board operates by delegating certain of its authorities to its committees and to management and by reserving certain powers to itself. The Board retains the responsibility to:

  • manage its affairs including selecting its Chair, nominating candidates for election to the Board, constituting committees of the Board and determining director compensation on the recommendation of a committee of the Board; and
  • engage any necessary advisors.

C. DUTIES AND RESPONSIBILITIES

  1. Legal Requirements
  2. The Board has the responsibility to:

    1. ensure that all applicable legal requirements are met;
    2. exercise the powers of the Company directly or indirectly through the employees and agents of the Company;
    3. direct the management of the business and affairs of the Company; and
    4. act in accordance with its obligations contained in
      1. the Business Corporations Act (British Columbia) and the regulations thereto;
      2. the Company's constating documents;
      3. the securities legislation of each province of Canada in which the Company is a reporting issuer;
      4. the United States federal securities laws, and the rules and regulations adopted there under by the Securities and Exchange Commission;
      5. the rules and policies of the Toronto Stock Exchange;
      6. the rules and policies of NYSE American; and
      7. other relevant legislation and regulations,

      as such legislation and regulations may be amended or replaced from time to time.

  3. The directors in exercising their powers and discharging their duties must:

    1. act honestly and in good faith with a view to the best interests of the Company; and
    2. exercise the care, diligence and skill that reasonably prudent people would exercise in comparable circumstances.
  4. The Board has the responsibility for considering, among other things, the following matters:

    1. submissions to the shareholders of a question or matter requiring the approval of the shareholders;
    2. filling vacancies among the directors or in the office of auditor;
    3. issuing securities for equity and debt capital;
    4. declaring dividends;
    5. the purchase, redemption or any other form of acquisition of shares issued by the Company;
    6. the payment of a commission to any person in consideration of purchasing or agreeing to purchase shares of the Company or from any other person or procuring or agreeing to procure purchasers for any such shares;
    7. the approval of interim and annual financial statements of the Company; and
    8. the adoption, amendment or repeal of the constating documents of the Company.
  5. The Board has constituted and delegated certain of its duties and responsibilities to the following committees of the Board:

    1. Audit;
    2. Corporate Governance and Nomination;
    3. Human Resources; and
    4. Special (as needed),
    5. the scope, duties and responsibilities of which are mandated in their respective terms of reference, and to the following committees of the Board and management:

    6. the Social, Environmental, Safety and Health Committee; and
    7. the Project Committee.

D. STRATEGY, PLANNING, FINANCIAL

The Board has the responsibility to:

  1. ensure long-term goals and a strategic planning process are in place for the Company and to participate with management in developing and approving the strategy by which it proposes to achieve these goals;
  2. review and approve the commitment of capital for operations and for acquisitions;
  3. review and approve an annual operating budget that reflects the agreed strategies;
  4. approve capital allocations, expenditures and transactions that exceed threshold amounts set by the Board;
  5. review and approve annual financial statements and management discussion and analysis, annual information form, management proxy circular, and other public disclosures that require Board approval;
  6. review and approve quarterly financial statements and management discussion and analysis, and other public disclosures that results in a material change; and
  7. oversee compliance with applicable audit, accounting and reporting requirements.

E. MANAGING RISK

The Board and its committees have the responsibility to identify and understand the principal risks of the businesses in which the Company is engaged, to achieve a proper balance between risks incurred and the potential returns, and to ensure systems are in place that effectively monitor and manage risks with a view to the long-term viability of the Company.

F. APPOINTMENT, TRAINING AND MONITORING SENIOR MANAGEMENT

The Board and its committees have the responsibility to:

  1. appoint the CEO, to monitor and assess CEO performance against clearly stated objectives, to determine CEO compensation and to provide advice and counsel in the execution of the CEO's duties;
  2. approve the appointment and remuneration of all corporate officers, acting on the advice of the CEO; and
  3. ensure that adequate provision has been made to train and develop management and for their orderly succession;
  4. satisfy itself as to the integrity of the CEO and other corporate officers and as to the creation of a culture of integrity throughout the Company.

G. POLICIES, PROCEDURES AND COMPLIANCE

The Board and its committees have the responsibility to:

  1. ensure that the Company operates at all times within applicable laws and regulations and to ethical, moral and societal standards;
  2. approve and monitor compliance with policies and procedures;
  3. ensure the Company takes measures to protect the environmental in its operations and is in compliance with environmental laws and regulations; and
  4. ensure the Company takes measures to protect the health and safety of its employees in the workplace and that appropriate programs and policies are in place to promote health and safety.

H. REPORTING AND COMMUNICATION

The Board and its committees have the responsibility to:

  1. ensure the Company has programs and relationships in place that result in an open and meaningful communication with employees, who the Board recognize as essential to the success of the Company.
  2. ensure the Company has policies and programs in place that enable the Company to communicate effectively and lawfully with its shareholders, other stakeholders and the public generally;
  3. ensure that the financial results are reported in accordance with generally accepted accounting principles;
  4. ensure the accurate, timely and full reporting of any other developments that have a significant and material impact on the value of the Company; and
  5. report annually to shareholders on its stewardship of the affairs of the Company for the preceding year.

I. MONITORING AND ACTING

The Board and its committees have the responsibility to:

  1. monitor the Company's progress toward its goals and objectives and to revise and alter its direction through management in response to changing circumstances;
  2. take action when performance falls short of goals and objectives or when other circumstances warrant;
  3. ensure that the Company has adequate control and information systems in place that ensure the effective discharge of its responsibilities;
  4. have in place a set of corporate governance principles and guidelines;
  5. oversee the appointment, evaluation and succession of a non-executive Chair of the Board;
  6. establish appropriate structures and procedures to allow the board to function independently of management;
  7. set expectations for and responsibilities of directors, including attendance at, preparation for, and participation in meetings; and
  8. undertake regular evaluations of the board, its committees, and its members, reviewing its composition with a view to diversity and effectiveness.

THIS BOARD CHARTER WAS AMENDED AND ADOPTED BY THE BOARD OF DIRECTORS ON DECEMBER 8, 2017.