Governance

Our Board of Directors plays a critical role in defining Centerra’s priorities. Centerra’s Board of Directors has oversight of all ESG factors, including climate-related risks and opportunities. Our Board considers ESG management a priority and an integral piece of our corporate strategy.

Our Board of Directors and the Committees it comprises are structured so that there is majority independence from Management and no conflicts of interest. This helps support the Board’s role in providing critical monitoring and oversight and reduces the potential of any conflicts of interest.

To ensure that the Board understands key emerging trends and risks related to ESG, members of the Board receive awareness training on relevant frameworks, standards and topics. Over the last few years, Board members have received training on the World Gold Council’s Responsible Gold Mining Principles and the Voluntary Principles on Security and Human Rights, among other topics.

We have two formal committees that provide oversight on ESG-related risks and opportunities:

• The Board’s Technical and Corporate Responsibility Committee provides oversight on various social and environmental factors including stakeholder engagement, climate-related risks and Indigenous relations, as well as technical and operational matters. Its purpose includes assisting the Board of Directors in fulfilling their responsibilities in areas including mitigating operational risks and effective management of environmental and social performance.
• The Board’s Human Resources and Compensation Committee oversees the Company’s hiring and compensation strategy. Policies and standards are approved and administered by the Vice President and Chief Human Resources Officer (CHRO). Site human resources teams manage the implementation of these policies and standards.

On a quarterly basis, the Technical and Corporate Responsibility Committee and Human Resources and Compensation Committee are provided updates on the Company’s environment, social/community, H&S, and HR performance, as well as an overview and analysis of emerging issues, from the Vice President, Environmental and Social Performance, Vice President, Health, Safety and Security, Vice President and CHRO, and Vice President and General Counsel, respectively.

Our Executive and Senior Leadership Team are accountable for ensuring that Centerra meets its ESG priorities. Strategy and progress toward our ESG goals are discussed regularly at both weekly management meetings and are key topics at our bi-annual strategic sessions. As necessary, the ESG team meets directly with the Executive Team to discuss progress and make decisions related to the Company’s overall ESG performance, including human rights and climate change-related work.

At each active operating site or region, there is a Director or Manager appointed to oversee environmental and social matters. They are actively involved in managing site ESG issues, including climate change and other initiatives which are led from the corporate office. These individuals are supported by environmental experts, consultants and academic specialists, and report to the regional leader or General Manager of the site.

To demonstrate our commitment to our ESG practices, our corporate short-term pay performance is linked to annual sustainability goals, specifically health and safety, environment and maintaining our social licence to operate.

In addition, to support our various ESG initiatives, we have two active management committees:

• Global Inclusion, Diversity, Equity and Accessibility (IDEA) Council: The Executive Sponsor of this committee is Centerra’s Chief Executive Officer (CEO). The committee is jointly chaired by the CEO and the VP and CHRO and includes our Chief Operating Officer and the five regional leads across our operations.
  
  To support the council, each site has formed a Regional DE&I Committee, which is led by the regional Human Resources leader and an employee representative. The Regional DE&I Committee will report to the regional Executive Sponsor (the regional lead who sits on the DE&I Council).
• TSF Steering Committee: The Executive Sponsor of this committee is Centerra’s COO. The committee is jointly led by the Technical Services, Risk and Sustainability leaders. The committee’s mandate is to help evaluate and strengthen our current risk mitigation strategy, including our design strategies, monitoring protocols and reporting procedures.