Corporate

Home  >  Corporate  >  Corporate Governance  >  Compensation Committee Charter

Compensation Committee Charter

As adopted by the Board of Directors on October 29, 2020

I. Purpose

The main objective of the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Pretivm is to assist the Board in fulfilling its responsibilities with respect to executive compensation and talent and leadership development through oversight of (a) the compensation, evaluation and succession of the Chief Executive Officer (“CEO”) and such executive officers determined from time to time by the Committee in consultation with the CEO, (b) the development and implementation of the Company’s compensation philosophy and related workplace programs, policies and practices, and (c) director compensation.

II. Organization

The Committee shall consist of three or more directors as the Board may determine from time to time. The members of the Committee shall meet the independence, experience and other requirements under applicable securities laws and stock exchange rules, as determined by the Board. The determination of independence will be made by the Board in accordance with applicable securities laws and stock exchange rules. The Committee may form and delegate authority to subcommittees when appropriate.

The Committee, in carrying out its activities and discharging its duties shall be supported by a management coordinating officer (the “Coordinating Officer”), which shall be the Director of Human Resources of the Company or another individual designated by the CEO from time to time.

III. CHAIR OF THE COMMITTEE

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. providing leadership to enable the Committee to act effectively in carrying out its responsibilities;
  2. ensuring an effective relationship exists between management and members of the Committee through consultation with the CEO and the Coordinating Officer;
  3. presiding at each meeting of the Committee;
  4. working with the Coordinating Officer to set the frequency and length of each meeting, and reviewing and finalizing the agenda (as prepared by the Coordinating Officer) of items to be addressed at each meeting, in consultation with the Board Chair, the CEO, the Coordinating Officer, and the other members of the Committee;
  5. ensuring that the agenda for each upcoming meeting of the Committee is circulated to each member of the Committee, as well as each other director, in advance of such meeting to allow for sufficient time for each member to prepare for the meeting;
  6. leading the Committee in discharging each of the tasks assigned to it under this Charter;
  7. reviewing the Committee’s annual work plan with the Board Chair, the CEO and the Coordinating Officer; and
  8. ensuring there is proper flow of information to the Committee and reporting to the Board on the activities of the Committee following any meeting of the Committee.

IV. Meetings

The Committee shall meet as many times as the Committee deems necessary to carry out its duties effectively. A majority of the members of the Committee shall constitute a quorum and shall be empowered to act on behalf of the Committee. The Board Chair, the CEO and the Coordinating Officer may attend meetings of the Committee. Further, the Committee may invite other members of management, advisors and such other persons it deems advisable to attend meetings. As part of its responsibility to foster open communication, the Committee will hold (i) executive sessions with the CEO but absent other management, and (ii) executive sessions with only independent directors, in each case as the Committee deems appropriate.

The Committee Chair will present the agenda for the Committee’s meetings and any member may suggest items for consideration. Briefing materials will be provided to the Committee as far in advance of meetings as practicable; generally, one week. Minutes will be recorded at each meeting and approved at the following Committee meeting.

V. Authority and Responsibilities

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

  1. On an annual basis, (i) review and recommend to the Board the goals and objectives of the CEO, evaluate the performance of the CEO in light of those goals and objectives and recommend to the Board, the compensation of the CEO based on this evaluation, and (ii) review the CEO’s evaluation of other executive officers, such executive officers to be determined from time to time by the Committee in consultation with the CEO, in light of those goals and objectives and the compensation of such executive officers based on this evaluation. In determining the incentive component of the compensation for the CEO and other executive officers, the Committee will consider, along with such other factors as it may deem relevant, the Company’s performance and shareholder returns, having regard to the overall value and components paid or granted to such executive officers in past years as well as compensation paid to executive officers of other similarly situated mining companies to ensure the Company’s compensation programs are appropriately competitive and attractive to promote talent and leadership development that contributes to long term sustainability, profitability and growth of the Company;
  2. Review and make recommendations to the Board with respect to (i) executive compensation principles, policies and programs, including components of compensation and relative mix or balance among cash-based compensation, risk-based compensation, equity-based incentives and perquisites, and employment/severance agreements, etc., and (ii) the Company’s equity-based or other incentive compensation plans, including determining the recipients of, and the nature and amount or value of awards and bonuses granted from time to time, as well as the adoption or amendment of such plans;
  3. Review with the CEO the workplace policies and practices of the Company, and proposed material changes to organizational structure, personnel and benefit plans, as the case may be, including the impact on executive roles, if any;
  4. Recommend to the Board security ownership targets for executive officers and directors and monitor and administer security ownership policies and procedures as well as the claw-back policy;
  5. Receive material updates and reports regarding compliance with human resources related laws and regulations, including applicable labour standards and worker’s compensation requirements;
  6. Review and recommend approval to the Board of the Company’s compensation discussion and analysis required by applicable securities laws and stock exchange rules, before it is disclosed in the Management Information Circular or any other compensation related public disclosure;
  7. Review, assess and provide recommendations to the Board regarding appropriate compensation related best-practices, including review and implementation of recommendations made by proxy advisers and/or shareholders;
  8. At least annually, assess and provide oversight to management with respect to material risks related to the Company’s compensation programs, including evaluating management’s assessment of risk of the Company’s compensation programs;
  9. Review and advise the Board on the Company’s succession plan for the CEO, and in consultation with the CEO, the succession plan for the Company’s other executive officers, including appointment, training, evaluation and emergency succession plans;
  10. On an annual basis, review and assess Board compensation and recommend to the Board any changes; and
  11. Carry out the following general duties:
    • Prepare any report as may be required under applicable securities laws, stock exchange rules and any other regulatory requirements.
    • Review and assess the adequacy of this Charter annually and recommend to the Board any changes deemed appropriate by the Committee.
    • 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.
    • Review its own performance annually relative to the Committee’s purpose, duties and responsibilities outlined herein.
    • Report regularly to the Board regarding the execution of the Committee’s duties, responsibilities and activities, as well as any issues encountered and related recommendations.

VI. RESOURCES

The Committee will be granted unrestricted access to all information regarding Pretivm that is necessary or desirable to fulfill its duties and responsibilities, and all directors, officers and employees will be directed to cooperate as requested by Committee members. The Committee has the authority to retain, at Pretivm’s expense, independent legal, financial and other advisors, consultants and experts, to assist the Committee in fulfilling its duties and responsibilities.