Board Mandate and Committee Charters

Board Mandate (including Chair Position Description)

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 (PDF 80.4 KB)

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, Michael Parrett.

Audit Committee Charter (PDF 37 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), Eduard Kubatov, Michael Parrett.

Nominating and Corporate Goverance Committee Charter (PDF 29 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), Richard Connor, Nurlan Kyshtobaev, Michael Parrett.

Human Resources and Compensation Committee Charter (PDF 30 KB)

Sustainable Operations Committee

The Sustainable Operations 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. 

Sustainable Operations Committee members: Bruce Walter (Chair), Stephen Lang, Jacques Perron, Terry Rogers, Eduard Kubatov, Bektur Sagynov.

Sustainable Operation Charter (PDF 36 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, Nurlan Kyshtobaev, Jacques Perron, Sheryl Pressler, Bektur Sagynov.

Risk Committee Charter (PDF 25 KB)