Strategy and Sustainability Committee Charter

The Board of Directors of SEMIRARA MINING AND POWER CORPORATION (Company) has established a Strategy and Sustainability Committee to assist the Board in fulfilling its oversight of the business sustainability and growth of the Company.

Membership

The Strategy and Sustainability Committee will comprise of three or more Directors as determined by the Board. The membership will include a combination of executive and non-executive directors.

The Committee Members and the Committee Chairperson shall be appointed by the Board upon the recommendation of the Corporate Governance Committee. Each Member shall be diligent in disclosing relationships significant to the Company and related companies/parties or himself that might potentially compromise his independence in his oversight duties.

The Committee Member’s term shall be for one year. Committee Members may be replaced at any time by a majority of the Board in office.

Any vacancy in the Committee caused by the death, resignation, or disqualification of member, or by any other cause, may be filled by the Board. The member elected to fill the vacancy shall hold office for the remainder of the term, or until a successor shall have been duly appointed and have qualified.

All Committee Members must be Directors of the Board. A Member’s cessation as a Board Director means his automatic termination as a Committee Member.

Committee Authority

The Board has granted the Committee the authority to meet with and seek any information, advice and assistance it requires from employees, officers, directors, or external parties and to access books and records to perform its duties and responsibilities. The Committee shall also have the authority to conduct investigations into any matters within its scope of responsibility, as necessary.

The Committee has the authority to retain, at the Company’s expense, persons having special competencies to assist or advise the Committee in fulfilling its responsibilities.

Committee Meetings

The Committee shall meet at least once in a calendar year, or more as determined by the Committee.

The Committee chairperson will approve the agenda for the committee’s meetings. A written agenda and relevant meeting materials shall be provided as far in advance of meetings as practicable, or at least five (5) days before each meeting to the Committee Members and any other person/s invited by the Committee as necessary, to have adequate time for preparation and reading.

A majority of the Committee Members shall constitute a quorum, and the act of a majority of those present at any Committee meeting at which there is a quorum shall be the act of the Committee.

The Committee may invite Management, department heads, managers, officers and any person as it may see fit to attend its meetings and to take part in discussion and consideration of the affairs of the Committee or to meet with any Committee Member.  

The Company’s Business Development Head or any other person nominated by the Committee shall be the Secretary of the Committee in its meetings.

The Committee shall provide copies of the minutes of each meeting to the Board as soon as practical after each Committee meeting.

Duties and Responsibilities

1. Assist the Board in the setting and review, at least annually, of the Company's strategy and plans to ensure business sustainability and growth over the long-term;
2. Oversee the progress and impact of key issues, risks, opportunities and emerging developments and if necessary, endorse to the Board changes to the Company’s strategic plans, business model and sustainability;
3. Review with Management and endorse to the Board the Company's business development, including climate transition and scenario analysis plans, and/or changes to the strategy for long-term value creation and growth;
4. Oversee the development, implementation and/or modification of the Company's strategic plans and sustainability initiatives;
5. Review with Management and endorse to the Board proposed strategic partnerships to support the Company’s business sustainability and development plans;
6. Review with Management new and innovative technologies that may be potential business drivers to the Company’s strategic plans;
7. Engage independent experts on business development plans where necessary to assist in the making of informed business judgment and decisions;
8. Assist the Board in overseeing the progress and management of business sustainability performance against strategic objectives and ensuring that necessary resources are in place to meet these objectives.
9. Oversee and review with Management, the strategic action plans critical to the Company’s sustainability roadmap; and
10. Review with Management proposed disclosures in relation to business sustainability.

Committee Training and Education

The training needs for each Committee Member will vary, depending on an individual’s area of expertise and knowledge. The Board’s development program provides Directors continuing education opportunities to enhance their contribution to the Board and its Committees. The Committee Members shall be encouraged to attend training seminars and conferences focusing on topics related to leading sustainability practices and emerging issues. Costs of courses and seminars attended by Committee Members are borne by the Company.

Committee Succession Planning

The Board’s Corporate Governance Committee undertakes the responsibility for succession planning for the Board to ensure that positions are filled not just in terms of board membership, but also committee membership, board and committee chairs. The Strategy and Sustainability Committee, in conjunction with the Board and the Corporate Governance Committee, may consider and plan for succession of its Committee Members.

Committee Reporting

The Committee Chairperson shall report matters requiring the Board’s proper disposition and attention regularly. The Committee shall prepare an annual report to the Board and shareholders for its performance of oversight duties during the year, describing the Committee’s composition, responsibilities and how they are discharged, and any other regulatory information.

Committee Review

The Committee shall review and reassess the adequacy of this Charter annually and update it as needed to respond to new sustainability-oversight needs and any changes in regulatory or other requirements. It shall submit the Charter and changes, if any, to the full Board for approval.