CORPORATE GOVERNANCE PRACTICES
Corporate Governance Practices Compared to NYSE Listing Standards
The Corporation has reviewed its corporate governance practices against the requirements of the NYSE, and determined that, except for the
composition of the Corporations Nominating and Corporate Governance Committee (the NCG Committee), as discussed below, its corporate governance practices do not differ in any significant way from those followed by U.S.
companies under the NYSE listing standards. This includes the composition of the Board because in excess of one-half of the Corporations directors (four of seven directors) have been determined by the
Board to be independent for purposes of the NYSE corporate governance rules. The Board has determined the following four directors to be independent under the NYSE corporate governance rules: R. Peter Gillin, Russel Robertson, Maryse Saint-Laurent
and George Burns.
The composition of the NCG Committee, however, includes one director that is not independent, which differs from the
NYSE corporate governance standards that require a listed company to maintain a nominating/corporate governance committee composed entirely of independent directors. The NCG Committee is composed of three voting members, a majority of whom are
independent directors. Canadian securities legislation does not require a listed company to maintain a certain level of independence within the nominating/corporate governance committee. As a foreign private issuer, the Corporation is permitted
under NYSE listing standards to follow Canadian corporate governance practices on certain matters, including the composition of the nominating/corporate governance committee.
Presiding Director at Meetings of Independent Directors
The Board holds regular annual and quarterly meetings. Between the quarterly meetings, the Board meets as required, generally by means of
telephone conferencing facilities. As part of the quarterly meetings, the Corporations independent directors (as that term is defined in the rules of the NYSE) also have the opportunity to meet separate from management. If
required, between regularly scheduled board meetings, a meeting of independent directors is held by teleconference to update the directors on corporate or other developments since the last Board meeting. Management also communicates informally with
members of the Board on a regular basis, and solicits the advice of Board members on matters falling within their special knowledge or experience. Mr. Gillin was appointed the Corporations Chairman in January 2017 and served as the
presiding director at such meetings of independent directors during the year ended December 31, 2020.
Communication with Independent Directors
Shareholders may send communications to the Corporations independent directors by writing to the Chairman, c/o Turquoise Hill
Resources Ltd., Suite 3680 1 Place Ville Marie, Montreal, Quebec H3B 3P2, Canada. Communications will be referred to the Chairman for appropriate action. The status of all outstanding concerns addressed to the Chairman will be reported to the
Board as appropriate.
Corporate Governance Guidelines
According to Rule 303A.09 of the NYSE Listed Company Manual, a listed company must adopt and disclose a set of corporate governance guidelines
with respect to specified topics. Such guidelines are required to be posted on the listed companys website. The Corporation has adopted the required guidelines and has posted them on its website at www.turquoisehill.com. The required
guidelines are available in print to any shareholder who requests them. Requests for copies of these documents should be made by contacting: Turquoise Hill Resources Ltd., Suite 3680 1 Place Ville Marie, Montreal, Quebec H3B 3P2, Canada.
Board Committee Mandates
The mandates
of the Corporations Audit Committee, Compensation and Benefits Committee, NCG Committee and Health, Safety, Environment and Communities Committee are each available for viewing on the Corporations website at www.turquoisehill.com, and
are available in print to any shareholder who requests them.
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