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 Corporation’s 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 Corporation’s 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 Corporation’s “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 Corporation’s 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 Corporation’s
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 company’s
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 Corporation’s Audit Committee, Compensation and
Benefits Committee, NCG Committee and Health, Safety, Environment
and Communities Committee are each available for viewing on the
Corporation’s website at www.turquoisehill.com, and are available
in print to any shareholder who requests them.
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