Charters

Audit Committee Charter

The Audit Committee (the “Audit Committee”) is a committee of the board of directors (the “Board”) of Nomad Royalty Company Ltd. (the “Corporation”). The purpose of the Audit Committee is to assist the Board in its oversight of:

  1. the integrity of the financial statements, the financial reporting process and related information;
  2. the independence, qualifications and appointment and performance of the external auditor;
  3. compliance with applicable legal and regulatory requirements;
  4. disclosure, internal controls and internal audit procedures;
  5. risk management processes, credit worthiness, treasury and financial policies;
  6. whistle blower, complaint procedures and ethics policies.

In addition, the Audit Committee provides an avenue for communication between the external auditor, management, and other employees of the Corporation, as well as the Board, concerning accounting and auditing matters.

The composition and meetings of the Audit Committee are subject to the requirements set forth in the articles and by-laws of the Corporation, as well as in any investor rights agreement or similar agreements which may exist from time to time between the Corporation and certain shareholders (the “Investor Agreements”), as well as in applicable laws and the rules of the Toronto Stock Exchange (the “TSX”). The present charter is not intended to limit, enlarge or change in any way the responsibilities of the Audit Committee as determined by such articles, by-laws, Investor Agreements, applicable laws and the rules of the TSX.

 

Download the Audit Committee Charter

Governance, Human Resources, Nominating and Compensation Committee Charter

The Governance, Human Resources, Nominating and Compensation Committee (the “GHRC Committee”) of Nomad Royalty Company Ltd. (the “Corporation”) is responsible for: (a) developing the Corporation’s approach to governance issues and the Corporation’s response to the corporate governance guidelines; (b) subject to any investor rights agreement or similar agreements which may exist from time to time between the Corporation and certain shareholders (the “Investor Agreements”) reviewing the composition and contribution of the Board of Directors (the “Board”) and its members and recommending Board nominees; (c) overseeing the orientation program for new directors; and (d) helping to maintain an effective working relationship between the Board and management.

The GHRC Committee also assists the Board in its oversight responsibilities relating to the compensation, nomination, objectives, evaluation and succession of the executive officers of the Corporation including the Chief Executive Officer (the “CEO”), the Chief Financial Officer (the “CFO”) and the Chief Investment Officer (the “CIO”, and together with the CEO and CFO, the “Executive Officers”).

In addition, the GHRC Committee is responsible for periodically reviewing the Corporation’s policies with regards to matters relating to disclosure, trading of securities, governance, ethics, the environment, and health and safety and taking steps to resolve issues of compliance with respect to Board members and Executive Officers.

 

Download the Governance, HR, Nominating and Compensation Committee Charter

Board of Directors Charter

The board of directors (the “Board”) of Nomad Royalty Company Ltd. (the “Corporation”) is responsible for the supervision of the management of the business and affairs of the Corporation. The Board shall pursue the best interests of the Corporation and shall discharge its duties directly and through the committees that may exist from time to time.

The composition and meetings of the Board are subject to the requirements set forth in the articles and by-laws of the Corporation, as well as in any investor rights agreement or similar agreements which may exist from time to time between the Corporation and certain shareholders (the “Investor Agreements”), as well as in applicable laws and the rules of the Toronto Stock Exchange (the “TSX”) or any other stock exchange on which the securities of the Corporation are listed. The present charter is not intended to limit, enlarge or change in any way the responsibilities of the Board as determined by such articles, by-laws, Investor Agreements, applicable laws and the rules of the TSX or any other stock exchange on which the securities of the Corporation are listed.

 

Download the Board of Directors Charter