BUILDING A PROFITABLE
MID-TIER GOLD MINING BUSINESS

REMUNERATION & NOMINATION COMMITTEE CHARTER

The Board of Unity Mining Limited has established a Health, Safety& Environment (HSE) Committee. The purpose and powers of the Committee are set out in this document.

1. Objective

The objective of the Committee is to review and make recommendations to the Board on HSE matters arising out of Company activities which affect or may affect employees, contractors,
visitors and the community.

2. Membership

It is the Board’s intention that the Committee comprise at least three Non-Executive Directors, with the Chairman of the Audit and Risk Management Committee as one of the members.
It is the Board’s intention that at least two members of the Committee should have practical mining industry experience.
The Board may appoint or remove Committee members by Board resolution.
Members of management may attend meetings of the Committee by invitation.

3. Administrative Matters

A quorum for a meeting of the Committee is two members. A decision is made by the Committee if it is supported by a majority of members present at the meeting.
It is intended that the Committee will normally meet twice yearly or as otherwise required.
The Committee, after notifying the Board Chairman, may seek advice from the Company’s legal advisers or other independent advisers as deemed appropriate by the Committee.
Committee fees, as decided by resolution of the Board, may be paid to Committee members and the Committee Chairman as compensation for their participation and contribution.
All minutes of the Committee will be recorded and be available for inspection by any Director.

4. Reporting

It is intended that a report of the actions of the Committee and/or a copy of the minutes of Committee meetings will be included in the Board papers for the next Board meeting following a
meeting of the Committee.
The Committee Chairman will, if requested, provide a brief oral report as to any material matters arising out of the Committee meeting. All Directors may, within the Board meeting, request information from members of the Committee.

5. Responsibilities and Functions

The Committee has two key responsibilities and functions:

  • To inform the Chairman of the Audit & Risk Management Committee of the effectiveness of HSE management systems and strategies that exist to manage operational risk.
  • To provide advice to the Board on relevant HSE issues and exposures. The activities of the Committee shall include:
    • Reviewing HSE operational performance.
    • Satisfying itself as to the adequacy and effectiveness of the Company’s HSE policies and strategies and the principles, policies and practices adopted in complying with all statutory standards and regulatory requirements in respect of HSE matters affecting the activities of the Company;
    • Consideration of the areas of significant corporate and individual HSE risk and whether these are managed effectively;
    • Monitoring compliance with HSE policies and strategies;
    • Recommending changes to HSE policies and strategies;
    • Reviewing the structure, adequacy and effectiveness of the Company’s HSE resourcing, including personnel, budgets and equipment;
    • Reviewing the frequency, scope, effectiveness, cost, objectivity and independence of any HSE audits;
    • Consideration of the major findings of internal and external audits, investigations and management’s response and, where necessary, the making of recommendations to the Board in respect of the same;
    • Reviewing material HSE incidents; and
    • Consideration of any other matter specifically referred to the HSE Committee by the Board.

6. Review

The Board will, periodically, review the membership and Charter of the Committee to determine its adequacy for current circumstances. Where necessary the Board may, by resolution, alter  the responsibilities, functions or membership of the Committee and revise the Charter of the Committee.
The Board of Unity Mining Limited has established a Health, Safety & Environment(HSE) Committee. The purpose and powers of the Committee are set out in this document.

1. Objective

The objective of the Committee is to review and make recommendations to the Board on HSE matters arising out of Company activities which affect or may affect employees, contractors, visitors and the community.

2. Membership

It is the Board’s intention that the Committee comprise at least three Non-Executive Directors, with the Chairman of the Audit and Risk Management Committee as one of the members.
It is the Board’s intention that at least two members of the Committee should have practical mining industry experience.
The Board may appoint or remove Committee members by Board resolution.
Members of management may attend meetings of the Committee by invitation.

3. Administrative Matters

A quorum for a meeting of the Committee is two members. A decision is made by the Committee if it is supported by a majority of members present at the meeting.
It is intended that the Committee will normally meet twice yearly or as otherwise required.
The Committee, after notifying the Board Chairman, may seek advice from the Company’s legal advisers or other independent advisers as deemed appropriate by the Committee.
Committee fees, as decided by resolution of the Board, may be paid to Committee members and the Committee Chairman as compensation for their participation and contribution.
All minutes of the Committee will be recorded and be available for inspection by any Director.

4. Reporting

It is intended that a report of the actions of the Committee and/or a copy of the minutes of Committee meetings will be included in the Board papers for the next Board meeting following a meeting of the Committee.
The Committee Chairman will, if requested, provide a brief oral report as to any material matters arising out of the Committee meeting. All Directors may, within the Board meeting, request information from members of the Committee.

5. Responsibilities and Functions

The Committee has two key responsibilities and functions:

  • To inform the Chairman of the Audit & Risk Management Committee of the effectiveness of HSE management systems and strategies that exist to manage operational risk.
  • To provide advice to the Board on relevant HSE issues and exposures. The activities of the Committee shall include:
    • Reviewing HSE operational performance.
    • Satisfying itself as to the adequacy and effectiveness of the Company’s HSE policies and strategies and the principles, policies and practices adopted in complying with all statutory standards and regulatory requirements in respect of HSE matters affecting the activities of the Company;
    • Consideration of the areas of significant corporate and individual HSE risk and whether these are managed effectively;
    • Monitoring compliance with HSE policies and strategies;
    • Recommending changes to HSE policies and strategies;
    • Reviewing the structure, adequacy and effectiveness of the Company’s HSE resourcing, including personnel, budgets and equipment;
    • Reviewing the frequency, scope, effectiveness, cost, objectivity and independence of any HSE audits;
    • Consideration of the major findings of internal and external audits, investigations and management’s response and, where necessary, the making of recommendations to the Board in respect of the same;
    • Reviewing material HSE incidents; and
    • Consideration of any other matter specifically referred to the HSE Committee by the Board.

6. Review

The Board will, periodically, review the membership and Charter of the Committee to determine its adequacy for current circumstances. Where necessary the Board may, by resolution, alter  the responsibilities, functions or membership of the Committee and revise the Charter of the Committee.