Position description of the lead Director of the Board of Directors
The Lead Director of Nomad Royalty Company Ltd. and its subsidiaries (“Nomad” or the “Corporation”) will facilitate the functioning of the Board of Directors of the Corporation (the “Board”) independently of management of the Corporation and provide independent leadership to the Board. In fulfilling his or her duties and responsibilities under the Board charter, the Lead Director is responsible for:
- Providing leadership to ensure that the Board functions independently of management and other non-independent directors.
- Providing leadership to foster the effectiveness of the Board.
- Working with the Chair of the Board to ensure that the appropriate committee structure is in place and assisting the Governance, Human Resources, Nominating and Compensation Committee in making recommendations for appointment to such committees.
- Recommending to the Chair of the Board items for consideration on the agenda for each meeting of the Board.
- Commenting to the Chair of the Board on the quality, quantity and timeliness of information provided by management to the independent directors.
- Calling, where necessary, the holding of special meetings of the Board, outside directors or independent directors, with appropriate notice, and establishing agenda for such meetings in consultation with the other outside or independent directors, as applicable.
- In the absence of the Chair of the Board, chairing Board meetings, including, providing adequate time for discussion of issues, facilitating consensus, encouraging full participation and discussion by individual directors and confirming that clarity regarding decision-making is reached and accurately recorded; in addition, chairing each Board meeting at which only outside directors or independent directors are present.
- Consulting and meeting with any or all of the independent directors, at the discretion of either party and with or without the attendance of the Chair of the Board, and representing such directors, where necessary, in discussions with management on corporate governance issues and other matters.
- Ensuring that the members of the Board and its committees are familiar with their duties and obligations under applicable law and their respective charters.
- Working with the Chair of the Board and the Chief Executive Officer to ensure that the Board is provided with the resources, including external advisers and consultants to the Board as considered appropriate, to permit it to carry out its responsibilities and bringing to the attention of the Chair of the Board and the Chief Executive Officer any issues that are preventing the Board from being able to carry out its responsibilities.
- Conducting peer reviews through a process involving meeting with each director individually. These peer reviews will be conducted to coincide with the formal survey of board effectiveness.
This Position Description of the Lead Director of the Board was approved by the Board on August 6, 2020.
Position description of the Chair of the Board of Directors
The Chair of the board of directors (the “Board”) of Nomad Royalty Company Ltd. and its subsidiaries (“Nomad” or the “Corporation”), in fulfilling his or her duties and responsibilities under the Board charter, is responsibility for:
- Providing leadership to the Board.
- Overseeing the development and effectiveness of the Board and ensuring that it meets its obligations and responsibilities.
- Except where matters fall within the mandate of the Lead Director, monitoring and coordinating the functions of the Board with management of the Corporation.
- Chairing all Board and shareholders’ meetings.
- Ensuring that adequate advance information is distributed to the directors and that the Board receives regular updates on all issues important to the affairs of the Corporation.
- Meeting with members of the Board and each committee of the Board to ensure full utilization of individual capacities and the optimum performance of the Board and each of its committees.
- Assisting the Board Committees and Committee Chairs to bring important issues forward to the Board for consideration and resolution.
- Reviewing progress made by management of the Corporation in executing the Board’s decisions and plans in the conformity with the Corporation’s policies.
- Being available to provide counsel to management of the Corporation on major policy issues such as acquisitions, divestitures and financial structure.
- Participating in external activities involving the representation of the Corporation to its major stakeholders, including its shareholders, the financial community, governments and the public.
- Acting with the Lead Director as principal liaison between the independent directors and the Chief Executive Officer on sensitive issues.
- Ensuring minutes of the Board meetings are available in a timely manner.
- Ensuring committees of the Board report to the Board on their activities.
- At the request of the Board, undertaking specific assignments for the Board.
This Position Description of the Chair of the Board of Directors was approved by the Board on August 6, 2020.
Position description of the Committee Chair
The Chair of the Committee (the “Committee”) of the board of directors (the “Board”) of Nomad Royalty Company Ltd. and its subsidiaries (“Nomad” or the “Corporation”), in fulfilling his or her duties and responsibilities under the Board charter, is responsibility for:
- Presiding at all Committee meetings.
- Planning and organizing the activities of the Committee in consultation with management, including the preparation for, and the conduct of, Committee meetings, as well as the quality, quantity and timeliness of the information that goes to the Committee.
- Providing leadership and direction to the Committee.
- Overseeing the development and effectiveness of the Committee and ensuring that it meets its obligations and responsibilities.
- Taking all reasonable steps to ensure that the responsibility and duties of the Committee, as outlined in its mandate, are well understood by the Committee members and executed as effectively as possible.
- During Committee meetings, encouraging full participation and discussion by individual directors, stimulating debate, facilitating consensus, and ensuring that clarity regarding decisions is reached and duly recorded.
- Ensuring non-management committee members discuss among themselves, without the presence of management, the Corporation’s affairs submitted to the Committee’s overview.
- Fostering ethical and responsible decision making by the Committee and its individual members.
- Ensuring the Committee materials are available to any director on request.
- Reporting to the Board on the Committee’s activities, decisions and recommendations, and ensuring minutes of the Committee meetings are available in a timely manner and that such minutes are distributed.
- Bringing important issues forward to the Board for consideration and resolution.
- Carrying out other responsibilities at the request of the Committee or the Board.
This Position Description of the Committee Chair was approved by the Board on August 6, 2020.
Position description for the Chief Executive Officer
The Chief Executive Officer of Nomad Royalty Company Ltd. and its subsidiaries (“Nomad” or the “Corporation”) is responsible for the general direction and management of the business and affairs of the Corporation in accordance with the corporate strategy and objectives approved by the Board of Directors (the “Board”), within the authority limitations delegated by the Board. The Chief Executive Officer develops the strategic direction of the Corporation to create sustainable long-term shareholder value.