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: Ian Austin (Chair), Patrick James, Sheryl Pressler, Jack Thompson.

Audit Committee Charter  (PDF 32 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: Patrick James (Chair), Ian Austin, Kim Goheen, Anthony Webb, Sheryl Pressler.

Nominating and Corporate Goverance Committee Charter  (PDF 33 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: Anthony Webb (Chair), Ian Austin, Sheryl Pressler, Jack Thompson.

Human Resources and Compensation Committee Charter  (PDF 31 KB)

Safety, Health and Environmental Committee

The Safety, Health and Environmental Committee is responsible for assisting the Board in fulfilling its oversight responsibilities in relation to, 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
• any additional matters delegated to the Safety, Health and Environmental Committee by the Board.

Safety, Health and Environmental Committee Members: Jack Thompson (Chair), Almazbek Djakypov, Bruce Walter, Terry Rogers, Patrick James.

Safety, Health, and Environmental Committee Charter  (PDF 30 KB)

Reserves Committee

The Reserves Committee is responsible for assisting the Board in fulfilling its oversight responsibilities in relation to:

• the estimation of reserves by management;
• the review of reserve information before publication; and
• any additional matters delegated to the Reserves Committee by the Board.

Reserves Committee Members: Terry Rogers (Chair), Almazbek Djakypov, Bruce Walter, Anthony Webb.

Reserves Committee Charter  (PDF 28 KB)