Board Committees and Mandate

Committees of the Board of Directors

Each Board committee operates under a written charter that sets out its responsibilities and duties, qualifications for membership, procedures for committee member removal and appointment and reporting to the Board. The charters are reviewed annually by the relevant committee and the Nominating and Corporate Governance Committee, which may make recommendations to the Board for changes. Below is a brief description of the responsibilities of each committee.

Audit Committee

The Audit Committee is responsible for assisting the Board in fulfilling its oversight responsibilities in relation to, among other things:

  • financial reporting;
  • the external auditor;
  • the internal auditor;
  • compliance with legal and regulatory requirements related to financial reporting and certain corporate policies;
  • internal controls over financial reporting and disclosure controls; and
  • any additional matters delegated to the Audit Committee by the Board.

Audit Committee Members: Richard Connor (Chair), Sheryl Pressler, Terry Rogers.

Audit Committee Charter (PDF 22 KB)

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee is responsible for assisting the Board in fulfilling its oversight responsibilities in relation to, among other things:

  • Centerra's overall approach to corporate governance;
  • the size, composition and structure of the Board and its committees;
  • the identification and recommendation to the Board of qualified individuals for appointment to the Board and its committees;
  • orientation and continuing education for directors;
  • the limitation of director and officer liability, including indemnities under contract or by-law or pursuant to directors and officers insurance;
  • matters involving conflicts of interest of directors; and
  • any additional matters delegated to the Nominating and Corporate Governance Committee by the Board.

Nominating and Corporate Governance Committee Members: Sheryl Pressler (Chair), Raphael Girard, Emil Orozbaev, Kylychbek Shakirov.

Nominating and Corporate Goverance Committee Charter (PDF 28 KB)

Human Resources and Compensation Committee

The Human Resources and Compensation Committee is responsible for assisting the Board in fulfilling its oversight responsibilities in relation to, among other things:

  • the selection and retention of senior management;
  • the compensation of senior management;
  • senior management succession and development;
  • human resources policies; and
  • any additional matters delegated to the Human Resources and Compensation Committee by the Board.

Human Resources and Compensation Committee Members: Terry Rogers (Chair), Raphael Girard, Michael Parrett.

Human Resources and Compensation Committee Charter (PDF 38 KB)

Operations and Sustainability Committee

The Operations and Sustainability Committee is responsible for assisting the Board in fulfilling its oversight responsibilities in relation to Safety, Health and Environment, Reserves and the Corporate Social Responsibility among other things:

  • the establishment and review of Centerra's safety, health and environmental policies;
  • management of the implementation of compliance systems;
  • monitoring the effectiveness of Centerra's safety, health and environmental policies, systems and monitoring processes;
  • receiving audit results and updates from management with respect to Centerra's health, safety and environmental performance;
  • reviewing the annual budget for safety, health and environmental operations; and
  • the estimation of reserves by management;
  • receive regular updates from management on key technical and operational issues and initiatives,
  • the review of reserve information before publication; and
  • the Company's corporate social responsibility policies; and
  • programs and the Company's corporate social responsibility performance.
  • any additional matters delegated to the Operations and Sustainability Committee by the Board. 

Operations and Sustainability Committee members: Bruce Walter (Chair), Raphael Girard, Stephen Lang, Emil Orozbaev, Terry Rogers, Kalinur Sadyrov.

Operations and Sustainability Committee Charter (PDF 25 KB)

Risk Committee

The Risk Committee is responsible for assisting the Board in fulfilling its oversight responsibilities including, but not limited to the following:

  • the Corporation’s insurance program, including its annual property and casualty insurance program, risk retention, coverage adequacy and any residual risk exposures;
  • the review with management, at least annually the Corporation’s overall risk appetite and tolerance and make recommendations to the Board; and
  • overseeing in conjunction with other Board Committees or the full Board, significant or critical risks, including strategic, financial and operational risks.

Risk Committee Members: Stephen Lang (Chair), Richard Connor, Michael Parrett, Sheryl Pressler, Kylychbek Shakirov.

Risk Committee Charter (PDF 25 KB)