4 4 9 COMPENSATION DISCUSSION & ANALYSIS Compensation Governance Composition, Experience and Skills of the Compensation and ESG Committee L o u i s G i g n a c Chair, Independent D e r e k E v a n s Independent C a t h a r i n e F a r r o w Independent M a u r e e n J e n s e n Independent Member since Mar 20, 2014 Chair as of May 5, 2021 Appointed on Mar 11, 2021 Member since May 8, 2017 Appointed on Mar 11, 2021 Chair, G Mining Ventures Corp. Previous Member, Human Resources Committee, Domtar Corporation Previous President & CEO, Cambior Inc. Previous Chair, Human Resources Committee, Gaz Métro Inc. President, Chief Executive Officer and Director, MEG Energy Corp. Previous President, CEO and Director, Pengrowth Energy Corporation Member, Institute of Corporate Directors Chair, Sustainability Committee, Centamin plc Member, Compensation and Sustainability Committees, Eldorado Gold Corporation Previous CEO, TMAC Resources Inc. Previous Chief Operating Officer of KGHM International Ltd. (formerly Quadra FNX Mining Company Inc.) Member, Institute of Corporate Directors Previous Chair and Chief Executive Officer, Ontario Securities Commission Previous CEO and Director, Market Regulation Services Member, Institute of Corporate Directors The members of the CESGC each have skills and direct experience as set out in the table above that are relevant to their responsibi lities in executive compensation and which enable them to make decisions on the suitability of the Corporation’s compensation policies and practices. Mr. Gignac has serv ed on the compensation committees of other Canadian publicly-traded corporations and all members of the CESGC have provided leadership in business, legal and/or govern ment organizations in their current and/or past roles. In these roles, they have participated in compensation planning sessions, made compensation decisions and particip ated in compensation discussions with external consultants. Responsibilities of the Compensation and ESG Committee The CESGC was established by the Board to assist the Board in fulfilling its responsibilities relating to compensation ma tters, including the evaluation and approval of the Corporation’s compensation plans, policies and programs. It is the CESGC’s responsibility to ensure that the Corporation develops and maintains a compensation program for its executive officers that will be fair, competitive and consistent with the best interests of the Corporation. The CESGC is also responsible for ensuring compliance of the compensation policies and practices of the Corporation with its enterprise risk management goals.