CENTURION MINERALS LTD.
CHARTER OF THE NOMINATION AND CORPORATE GOVERNANCE COMMITTEE
(As adopted on December 23, 2008)
Purposes and Responsibilities
The Corporate Governance Committee shall advise the Board with respect to: (a) Board organization, membership and function; (b) committee structure, membership and operations; (c) succession planning for the executive officers of the Company; (d) the Company's Corporate Governance Policy, its operation and any modifications to such policy; and (e) other matters relating to corporate governance and the rights and interests of the Company's shareholders.
Membership and Qualifications
The Corporate Governance Committee shall consist of three or more members, a majority of whom are non-management directors.
The Nomination and Corporate Governance Committee will:
- Assess the directors on an ongoing basis;
- Assess, on at least an annual basis, the effectiveness of the Board as a whole;
- Assess, on at least an annual basis, the size and composition of the Board;
- Where the Committee considers that the Board's size, composition or effectiveness should be enhanced by additional members, identify potential nominees to the Board;
- Assess, on at least an annual basis, the effectiveness of each Committee;
- Advise the Board on all matters relating to corporate governance;
- Adopt its own process by which the Committee shall make its effectiveness assessments;
- Approve procedures designed to provide that adequate orientation and training are provided to new members of the Board; and
- Periodically review and comment on the succession plan put forward by senior management. Consider and recommend to the Board candidates for successor to the Chief Executive Officer of the Company and, with appropriate consideration of the Chief Executive Officer's recommendations, candidates for successors to other executive officers.
In discharging its responsibilities, the Nomination and Corporate Governance Committee will meet annually and otherwise as required. Minutes will be recorded and reports of Nomination and Corporate Governance Committee meetings will be presented at the next regularly scheduled Board meeting.