SUSTAINABILITY AND TECHNICAL COMMITTEE CHARTER
As approved by the Board of Directors on March 9, 2017
1.1 The purpose of the Sustainability and Technical Committee (the “Committee”) of the Board of Directors (the “Board”) of Pretium Resources Inc. (“Pretivm”) shall be to assist the Board in carrying out its responsibilities with respect to:
- reviewing sustainability matters, including environmental, health and safety and social matters, policies and programs and overseeing performance in such areas;
- reviewing mining operations and production and overseeing performance of mining operations and production; and
- overseeing development and expansion programs, including scheduling and capital cost requirements; and
- overseeing exploration programs and advising on business development opportunities.
1.2 The Board may revise this Charter from time to time with or without consideration of the Committee.
2. Committee Membership
2.1 The members of the Committee shall be appointed by the Board of Directors. The Committee shall be composed of not less than one member of the Board. Each member shall be shall be “independent” directors, as determined by the Board in accordance with applicable securities laws and stock exchange rules.
2.2 The Chair of the Committee shall be designated by the Board from amongst the Committee members. Committee members serve at the pleasure of the Board, and Committee members may be replaced by the Board.
3. Meetings and Authority
3.1 The Committee will meet as often as the Chair shall determine to be necessary or appropriate but at least once during each year. Reports of meetings of the Committee shall be made to the Board of Directors at its next regularly scheduled meeting following the Committee meeting, accompanied by any recommendations that were approved by the Committee.
3.2 The Committee may request any officer, employee or consultant of Pretivm to attend a Committee meeting. The Committee shall have the authority to retain and terminate consulting firms and other advisers as the Committee determines are necessary to assist the Committee in carrying out its duties and shall have authority to approve such firms’ and advisers’ fees and other retention terms, at Pretivm’s expense.
4. Committee Duties and Responsibilities
4.1 In assisting the Board in carrying out its responsibility to oversee sustainability and technical matters, the Committee will:
- Review and monitor the sustainability (including environmental, health and safety) policies, systems and activities of the Company on behalf of the Board and seek assurance that the Company is in compliance with applicable laws, regulations and the conditions of applicable permits and licences;
- Review quarterly and special environmental, health and safety reports prepared by management to advise the Board, whether the Company is taking all necessary action in respect of those matters;
- Review results of environment, health and safety audits conducted by management and outside advisors;
- At the request of the Board, ensuring that principle areas of sustainability (including environmental, health and safety) risk and potential impacts are identified by management;
- Review the assumptions and methodology underpinning of the Company’s mineral reserve and mineral resource estimates and satisfy itself that the judgement exercised was reasonable; and, if satisfactory, recommend Board approval of technical reports and annual mineral reserve and mineral resource estimates;
- Review technical and operational matters on behalf of the Board, which include:
- the annual budget and the life of mine plan for each operating mine;
- significant technical risks, mitigation strategies and opportunities associated with the Company’s mines and projects;
- exploration, geological, mining, metallurgical and other technical issues of significant concern; and
- technical merits associated with potential new projects or acquisitions;
- Make visits, as the Committee or individually, to mine and project sites in order to become familiar with the nature of the operations and to review relevant objectives, procedures and performances with respect to sustainability matters, and technical and operational matters; and
- Review the scope of potential liabilities in the areas of focus of the Committee and the adequacy of the systems that are in place to manage those liabilities.