Corporate Governance

Committed to Discipline

We pride ourselves on our commitment to strong corporate governance, which we believe is foundational to delivering the excellence that our stakeholders expect. Our governance has earned us the highest possible Governance QualityScore from ISS – a widely-recognized investor ratings agency – for the past four years. The score is based on an evaluation of our board structure, compensation practices, shareholder rights, and audit and risk oversight.

Our Board of Directors

Our Board of Directors is our senior governance body. Its mandate is to oversee management in its day-to-day conduct of our business and affairs. Four committees assist it in carrying out its mandate:

• Safety and Sustainability Committee
• Audit Committee
• Compensation Committee
• Corporate Governance and Nominating Committee

Size of Board
9

Independent directors
All Directors are considered independent except for CEO.

Separate Chair and CEO
Yes

All committees independent
Yes

M/F directors
7 Male, 2 Female

Board diversity policy
Yes

Annual director elections
Yes

Annual say on pay
Yes

Board, committee and director evaluations annually
Yes

The SSR Board	Safety & Sustainability Committee	Audit Committee	Compensation Committee	Corporate Governance & Nominating Committee
A.E. Michael Anglin (Chair)				Y
Brian Booth			Y	Y
Simon A. Fish	Y		Y
Gustavo A. Herrero		Y		Chair
Beverlee F. Park		Chair	Y	Y
Richard D. Paterson	Y	Y
Steven P. Reid	Chair	Y
Elizabeth A. Wademan	Y		Chair

Board Responsibilities for Sustainability

The Safety and Sustainability Committee is tasked with monitoring the health, safety, security, environmental, and community relations performance of the company, and assessing the effectiveness of associated policies and practices on behalf of the Board.

Our corporate policies and charters, including the Board committee charters and policies related to sustainability, environment and community, and governance issues, are available on the SSR website.