Social Environmental, Health and Safety Committee Mandate
The Social, Environmental, Health and Safety ("SEHS") Committee assists the Board in fulfilling its oversight responsibilities with respect to developing and implementing principles and systems for the management of, and monitoring, reviewing and approving compliance with social, environmental, health and safety legislation and regulations, and to ensure the Company maintains high social, environmental, health and safety standards, and has effective relationships with communities and stakeholders.
The SEHS Committee shall consist of a minimum of two directors, the CEO, and members of management as determined by the CEO. All members should have skills and experience relevant to the mandate of the SEHS Committee. The SEHS Committee members will be elected annually at the first meeting of the Board of Directors following the annual general shareholders meeting. From time to time as deemed appropriate or necessary, the Committee may engage the services of independent counsel or other advisors if deemed necessary, and have the authority to set the compensation for such advisors.
Unless otherwise determined by Resolution of the Board,
- The Committee will meet twice per year to perform its duties and responsibilities, at such times and places as determined by the Chair.
- The quorum for meetings of the Committee shall be two-thirds of its members.
- Minutes shall be kept of all meetings of the Committee.
Roles and Responsibilities
The SEHS Committee has the following duties and responsibilities:
- Encourage the development of: (i) a culture of social and environmental responsibility; and (ii) an awareness of the importance of health and safety.
- Assist management in defining the objectives set out in the Company's social, environmental, and health and safety policies; monitor its effectiveness and, from time to time, discuss with management any necessary improvements to such policies and their implementation.
- Assist management in implementing an environmental compliance audit program, request periodic status reports on such programs and provide feedback on improvements to the program.
- Assist management in implementing appropriate health and safety programs, monitor their effectiveness and, from time to time, discuss with management any necessary improvements to such programs and their framework of implementation and request and obtain regular reports on such programs.
- Assist the Audit Committee in reviewing code of ethics violations as outlined in the Nevsun Whistleblower Policy.
- Report on its activities on a regular basis to the Board of Directors, and annually to shareholders in the Company's annual reports.
- Assist management in the development and implementation of policies that promote leading practices in the area of corporate social responsibility.
- Review and recommend Board approval of Human Rights policy and Emergency Response Plan at least annually.
- Review this mandate at least annually and recommend to the board of directors any necessary amendments.
Responsibilities of the Committee Chair
The Committee Chair is responsible for the management and effective performance of the Committee and provides leadership to the Committee in fulfilling its mandate and any other matters delegated to it by the Board. The Committee Chair's responsibilities include:
- working with the CEO and the Corporate Secretary to establish the frequency of Committee meetings and the agendas for meetings;
- presiding over Committee meetings;
- facilitating the flow of information to and from the Committee and fostering an environment in which Committee members may ask questions and express their viewpoints;
- reporting to the Board with respect to the significant activities of the Committee and any recommendations of the Committee; and
- taking such other steps as are reasonably required to ensure that the Committee carries out its mandate.
This SEHS Committee Mandate was amended and adopted by the Board on December 8, 2017.