Red Back Mining Inc. - Governance

Governance

Corporate Governance

Red Back's Board has adopted a mandate which acknowledged its stewardship responsibilities. The Board's principal responsibilities are to supervise and evaluate management, to oversee the conduct of the Corporation's business, to set policies appropriate for the business of the Corporation and to approve corporate strategies and goals. The Board is to carry out its mandate in a manner consistent with the fundamental objective of enhancing shareholder value.

In discharging its stewardship over the Corporation, the Board expressly undertakes the following specific duties and responsibilities: (i) approving, supervising and providing guidance to management on the Corporation's strategic planning process; (ii) identifying the principal risks of the Corporation's business and ensuring management's implementation and assessment of appropriate risk management systems; (iii) ensuring that the Corporation has highly qualified management and adequate and effective succession plans for senior management; (iv) overseeing the Corporation's communications policy with its shareholders and with the public generally; (v) assessing directly and through its Audit Committee, the integrity of the Corporation's internal control and management information systems; and (vi) providing for the independent functioning of the Board.

Shareholder Communications

The Board has put structures in place to ensure effective communication between the Corporation, its shareholders and the public. The Corporation has established an investor relations and corporate development procedure where shareholder concerns are dealt with on an individual basis, usually by providing requested information. Significant shareholder concerns are brought to the attention of management or the Board. Shareholders are informed of developments in the Corporation by the issuance of timely press releases which are concurrently posted to the Corporation's website. Under its mandate, the Board is required to oversee the Corporation's communications policy. The Board monitors the policies and procedures that are in place to provide for effective communication by the Corporation with its shareholders and with the public generally, including effective means to enable shareholders to communicate with senior management and the Board. The Board also monitors the policies and procedures that are in place to ensure a strong, cohesive, sustained and positive image of the Corporation with shareholders, governments and the public generally.

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