Value Through Gold

corporate
RAMPING UP PRODUCTION OF THE HIGH-GRADE BRUCEJACK GOLD MINE
COMMERCIAL PRODUCTION ANNOUNCED JULY 2017

Compensation Committee Charter

PRETIUM RESOURCES INC.

COMPENSATION COMMITTEE CHARTER
As Adopted by the Board of Directors on March 10, 2016

I. Purpose

The main objective of the Compensation Committee (the “Committee”) of Pretium Resources Inc. (the “Company”) is to discharge the responsibilities of the Board of Directors (the “Board”) relating to compensation and benefits of the executive officers and directors of the Company. In doing so, the Committee ensures that the Company has an executive compensation plan that is motivational and competitive‎, so that it will attract and inspire performance of Pretivm’s officers of a caliber that will ensure and enhance the sustainability, profitability and growth of the Company.

II. Organization

The Committee shall consist of three or more directors, each of whom the Board has determined has no material relationship with the Company and is otherwise “unrelated” or “independent” as required under applicable securities rules or applicable stock exchange rules. The members of the Committee shall be appointed by the Board. A majority of the members of the Committee shall constitute a quorum, and shall be empowered to act on behalf of the Committee. All members shall have a working familiarity with corporate governance

III. CHAIR OF THE COMMITTTEE

The Chair of the Committee is responsible for overseeing the Committee in its responsibilities. The Board, or if the Board fails to do so, the Committee members, must appoint a Chair from among the members of the Committee. If the Chair of the Committee is not present at any meeting of the Committee, an acting Chair for the meeting shall be chosen by majority vote of the Committee from among the members present.

The Chair’s duties and responsibilities include:

  1. presiding at each meeting of the Committee;
  2. setting the frequency and length of each meeting and the agenda of items to be addressed at each meeting, in consultation with the Chairman/ CEO of the Company and the other members of the Committee;
  3. circulating the agenda for each upcoming meeting of the Committee to each member of the Committee, as well as each other director, in advance of such meeting;
  4. leading the Committee in discharging each of the tasks assigned to it under the Charter; and
  5. reporting to the full Board on the activities of the Committee.

IV. Meetings

The Committee shall meet as many times as the Committee deems necessary to carry out its duties effectively, but not less frequently than four times per year. The Chairman and/or Chief Executive Officer of the Company (“CEO”) may be present during the Compensation Committee’s deliberations and voting.

V. Authority and Responsibilities

To fulfill its responsibilities with respect to compensation matters, the Committee shall:

  1. review and approve on an annual basis corporate goals and objectives relevant to the CEO and named executive officer (NEO) compensation, evaluate the performance of the CEO and executive officers in light of those goals and objectives and set, or recommend to the Board, the compensation level for the CEO and executive officers based on this evaluation. In determining the long-term incentive component of CEO and executive compensation, the Committee will consider, along with such other factors as it may deem relevant, the Company’s performance, shareholder returns, the value of similar incentive awards to executive officers at comparable companies and the awards given to the executive officers in past years;
  2. review and approve on an annual basis the adequacy and form of compensation and benefits of the directors, and make recommendations to the Board in that regard;
  3. make recommendations to the Board with respect to the Company’s Stock Option Plan and any other incentive compensation plans and equity-based plans, including recommendations as to grants pursuant to such plans and the adoption or amendment of such plans;
  4. determine the recipients of, and the nature and size of share compensation awards and bonuses granted from time to time, in compliance with applicable securities law, stock exchange and other regulatory requirements;
  5. approve inducement grants, which include grants of options or stock to new employees in connection with a merger or acquisition, as well as any tax-qualified, non-discriminatory employee benefit plans or non-parallel non-qualified plans, to new employees; and
  6. review all executive compensation disclosure before the Company publicly discloses this information.

Generally, to:

  1. prepare any report as may be required under applicable securities law, stock exchange and any other regulatory requirements;
  2. review and assess the adequacy of this Charter annually and recommend to the Board any changes deemed appropriate by the Committee;
  3. perform any other activities consistent with this Charter, the Company’s articles and governing law, as the Committee or the Board deems necessary or appropriate;
  4. review its own performance annually; and
  5. report regularly to the Board.

VI. RESOURCES

The Committee shall have the authority to retain outside advisors, including (i) the sole authority to retain or terminate consultants to assist the Committee in the evaluation of compensation of senior management and directors; and (ii) the sole authority to determine the terms of engagement and the extent of funding necessary for payment of compensation to any consultant retained to advise the Committee.