Board Committee Composition

The Board of Directors and management believe that sound and effective corporate governance is essential to Centerra’s performance. Centerra has adopted certain practices and procedures to ensure that effective corporate governance practices are followed and that the Board functions independently of management. In addition, the Nominating and Corporate Governance Committee of the Board of Directors reviews Centerra’s corporate governance practices and procedures on a regular basis to ensure that they address significant issues of corporate governance.

Board Mandate

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 Charter

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 Charter

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 Charter

The purpose of the Technical and Corporate Responsibility Committee (the “Committee”) is to assist the Board of Directors in fulfilling its oversight responsibilities on matters relating to:

• technical and operational matters, including production, operations, acquisition and divestment opportunities and development and exploration plans, relating to the Corporation’s activities;
• procedures for the preparation and disclosure of resource and reserve estimates for the Corporation’s properties;
• overseeing significant technical and operational risks relating to the Corporation’s activities; and
• overseeing policies, practices and systems for effective management of corporate responsibility matters, including safety, health, environment and social performance.

Technical and Corporate Responsibility Committee Charter