Environmental, Health, Safety and Social Responsibility Committee Charter
Coeur Mining, Inc. (the “Company”) has a strong regard for the health and safety of its employees as well as the environment and the communities in which we operate. We have committed, by adopted policies, to conduct our operations to protect and sustain the environment, safeguard our employees and contribute to the welfare of the communities in which we do business.
Statement of Purpose
The purpose of the Environmental, Health, Safety and Social Responsibility Committee (the “Committee”) of the Board of Directors is (i) to assist in the development of and recommend to the Board policies and management systems with respect to environmental, health, safety and social responsibility (“EHSSR”) matters, (ii) to monitor and review compliance with internal EHSSR policies and management systems and applicable EHSSR laws, rules and regulations and (iii) to assist in risk management associated with EHSSR issues.
Committee Membership and Qualifications
The Committee shall be appointed annually by the Board and be comprised of a minimum of three directors, taking into account any applicable rules, regulations of securities regulatory authorities and/or stock exchanges.
The Committee shall have the power and authority to conduct or authorize studies and investigations into any matter of interest or concern within the scope of its responsibilities. The Committee shall have the sole authority to retain outside counsel, at the Company’s expense, in addition to any consultants, accountants, or other experts to assist in the conduct of any such study or investigation, including the authority to approve fees payable to such counsel or experts and any other terms of retention.
The Committee shall meet at least twice annually, or more frequently as circumstances dictate. Any member of the Committee may call meetings of the Committee. The Committee, in its discretion, may ask members of management or others to attend its meetings to provide pertinent information.
The Committee shall report regularly to the Board of Directors (i) following meetings of the Committee, (ii) with respect to such other matters as are relevant to the Committee's discharge of its responsibilities and (iii) with respect to such recommendations as the Committee may deem appropriate. The report to the Board of Directors may take the form of an oral report by the Committee's Chairperson or any other member of the Committee designated by the Committee to make such report.
The Committee shall maintain minutes or other records of meetings and activities of the Committee.
The Chairperson of the Committee shall be appointed by the Board of Directors on the recommendation of the Nominating and Corporate Governance Committee. The Chairperson will chair all regular sessions of the Committee and set the agendas for Committee meetings.
Appointment and Removal of Committee Members
The members of the Committee shall be appointed by the Board of Directors annually, or as necessary to fill vacancies, on the recommendation of the Nominating and Corporate Governance Committee. Each member shall serve until his or her successor is duly elected and qualified or until such member’s earlier resignation or removal. Any member of the Committee may be removed, with or without cause, by a majority vote of the Board of Directors.
Responsibilities and Duties
In furtherance of its purpose set forth above, the Committee’s responsibilities and duties shall include the following:
- The Committee shall review with management the Company’s EHSSR policies and management systems, the scope of the Company’s potential EHSSR risks and liabilities and the adequacy of EHSSR policies and management systems to manage these risks and liabilities.
- The Committee shall review with management the annual Company corporate responsibility report.
- The Committee shall oversee the establishment of appropriate long term EHSSR goals and evaluate the Company’s progress against those goals.
- The Committee shall review and evaluate with management the Company’s compliance with EHSSR laws, rules and regulations affecting the Company and its subsidiaries.
- The Committee shall review with management emerging EHSSR trends in legislation and proposed regulations affecting the Company.
- The Committee shall receive and review timely reports from management on any material regulatory notice or complaint relating to EHSSR matters. In connection with any such report, the Committee shall:
- review the Company’s handling of incident reports;
- assess whether EHSSR management systems were effective in such incidents;
- make recommendations for improvement, where appropriate; and
- determine if such incidents are of significance to report to the Board.
- The Committee shall recommend to the Board of Directors action with respect to any EHSSR matter requiring Board of Directors approval.
Annual Performance Evaluation
The Committee shall perform a review and evaluation, at least annually, of the performance of the Committee, including by reviewing the compliance of the Committee with this Charter. In addition, the Committee shall review and reassess, at least annually, the adequacy of this Charter and recommend to the Board of Directors any improvements to this Charter that the Committee considers necessary or appropriate. The Committee shall conduct such evaluations and reviews in such manner as it deems appropriate.
Last amended and approved by the Committee on July 20, 2015.