Environmental Health & Safety Charter
The Board of Directors of Federal Mining & Titanium Reserve (the “Corporation”) has established an Environmental, Health and Safety Committee (the “Committee”) in furtherance of its commitments to environmentally sound and responsible resource development and a healthy and safe work environment. The Committee will be comprised of at least three directors appointed by the Board. The authority, structure, operations, purpose, responsibilities and specific duties of the Committee are described below:
The Board of Directors has granted the Committee the authority herein provided, as well as the authority to investigate any activity of the Corporation and its subsidiaries relating to environmental, health or safety matters. The Committee has been, and shall be, granted unrestricted access to all information and all employees have been, and shall be, directed to cooperate as requested by members of the Committee. The Committee has the authority to retain, at the Corporation’s expense, persons having special competencies (including, without limitation, legal or other consultants and experts) to assist the Committee in fulfilling its responsibilities.
Structure and Operations
Committee members shall serve until the successors shall be duly designated and qualified. Any member may be removed at any time, with or without cause, by a majority of the Board then in office. Any vacancy in the Committee occurring for any cause may be filled by a majority of the Board then in office.
The Committee’s chairperson shall be designated by the Board. A majority of the members of the Committee shall constitute a quorum for the transaction of business and the act of a majority of those present at any meeting at which there is a quorum shall be the act of the Committee.
The Committee may form and delegate authority to subcommittees when appropriate.
Purpose and Responsibilities
The primary responsibility for management of environmental, health and safety issues relating to the Corporation, including compliance with laws and regulations, rests with the management of the Corporation. The Committee’s primary purposes are to assist the Board in its oversight of (1) the environmental, health and safety issues relating to the Corporation; (2) the Corporation’s compliance with corporate policies that provide processes, procedures and standards to follow in accomplishing the company’s goals and objectives relating to environmental, health and safety issues; and (3) management of risk related to environmental, health and safety issues.
In discharging its responsibilities, the Committee is expected to do the following:
1.- Review with management the Corporation’s goals, policies and programs relative to environmental, health and safety issues.
2.- Make inquiries of management concerning compliance with applicable laws, rules, regulations and standards of corporate conduct, as the Committee determines appropriate.
3.- Review with management the following items as they relate to environmental, health or safety matters: (i) the Corporation’s policies with respect to risk assessment and risk management; (ii) the Corporation’s major financial risk exposures; (iii) the steps management has taken to monitor and control such exposures; (iv) the effect of relevant regulatory initiatives and trends; and (v) all material claims, demands and legal proceedings against Newmont.
4.- Review with management the Corporation’s record of performance on environmental, health and safety matters, along with any proposed actions based on the record of performance.
5.- Apprise the Board regularly of significant developments in the course of performing the above duties, including reviewing with the full Board any issues that arise with respect to the Corporation’s compliance with legal or regulatory requirements.
6.- Apprise the Audit Committee of the Board of significant changes in financial risk exposures or potential disclosure issues relating to environmental, health or safety matters.
7.- Review and reassess the adequacy of this charter on a regular basis and submit any proposed revisions to the Board for consideration and approval.