HSECC Charter

Health Safety Environment and Community Committee Charter

1. Introduction

1.1 The function of the Endocoal Limited (Endocoal) Health Safety Environment and Community Committee (HSECC) is to use all reasonable endeavours to support and assist the Endocoal Board to recognise its legal and other obligations to all legitimate stakeholders from time to time where and to the extent appropriate. "Stakeholders" are groups that are likely to feel a social, environmental or economic impact from Endocoal’s actions. They include shareholders, employees, contractors, regulatory bodies and members of the communities where the Endocoal Group operates and are affected by Endocoal’s activities.
1.2 It is the responsibility of the Committee to maintain free and open communication between the Committee and executive management and Stakeholders, as appropriate.

2 MEMBERSHIP

2.1 The Committee will comprise a minimum of two non-executive directors.
2.2 All directors are welcome to attend Committee meetings.
2.3 The Chairman of the Committee is to be an independent non-executive director and is to be appointed by the Board.
2.4 Committee members and the Chairman of the Committee are appointed by the Endocoal Board in accordance with clause 25.17 of the Endocoal Constitution.
2.5 Committee members may appoint alternate directors to act as an alternate member on the same terms as that set out in clause 19.7 of the Endocoal Constitution.
2.6 The Committee may seek the counsel of an expert at any time and may do so in accordance with clause 6 of this Charter.
2.7 To ensure effective communication between the HSECC and the Audit and Risk Management Committee, at least one member of the HSECC should also be a member of the Audit and Risk Management Committee.

3 RESPONSIBILITIES

3.1 Understanding the Business
The Committee will use all reasonable endeavours to understand the Endocoal business and operations in order to assess whether the significant operating risks faced by the Group have been identified and appropriate mitigation plans have been implemented.
3.2 Health and Safety
In assisting the Board (and without limiting its scope), the Committee will use all reasonable endeavours in:
(1)reviewing the processes in place so that safety is a priority at all Endocoal operational sites;
(2) reviewing the processes in place which are designed so that there is compliance with all safety and occupational health related legal and regulatory requirements;
(3) reviewing the operational and personnel related risk management processes within the Group which are designed so that all high safety risks are identified and that appropriate risks management processes are in place;
(4) reviewing the operational and personnel related contingency planning processes within the Group which are designed so that all high safety risks are identified and that appropriate contingency plans are in place;
(5) monitoring the adequacy of safety reporting systems for actual or potential accidents, breaches and incidents; and
(6) monitoring subsequent safety investigations and remedial actions.
3.3 Environment
In assisting the Board (and without limiting its scope), the Committee will use all reasonable endeavours in:
(1) reviewing the processes in place which are designed so that there is compliance with all environment related legal and regulatory requirements;
(2) reviewing the environmental risk management processes within the Group which are designed so that all high environmental risks are identified and that appropriate risk management processes are in place;
(3) reviewing the environmental related contingency planning processes within the Group which are designed so that all high environmental risks are identified and that appropriate contingency plans are in place;
(4) monitoring the adequacy of environment reporting systems for actual or potential accidents, breaches and incidents; and
(5) monitoring subsequent investigations and remedial actions.
3.4 Community
In assisting the Board (and without limiting its scope), the Committee will use all reasonable endeavours in:
(1) reviewing the processes in place which are designed so that the Group properly manages community relationships;
(2) reviewing the processes in place which are designed so that there is appropriate responsibility to communities affected by the Group's operations is recognised and where necessary remedial action taken; and
(3) monitoring relevant community perceptions of the Group and effects of the consequences of Endocoal’s activities.
3.5 Operational Risk Management
(1) Without limiting the scope, the Committee will use all reasonable endeavours in overseeing the operational risk management system which is designed to identify, assess, monitor and manage operational risk.
(2) In assisting the Board, the Committee will use all reasonable endeavours to:
(a) reviewing the operational risk management process within the Group so that all high risks are identified and that appropriate risk management processes are in place;
(b) liaising with the Audit and Risk Management Committee so that all high risks within the Group are identified and that appropriate risks within the Group are identified and that appropriate risk management processes (including contingency plans) are in place;
(c) reviewing any periodic risk management reports prepared by the executive management; and
(d) reviewing the operational contingency planning processes within the Group to ensure all high risks and critical systems/processes are identified and that appropriate contingency plans are in place.
3.6 Legal and Regulatory Compliance
Without limiting its scope, the Committee will, in conjunction with the Board and Audit and Risk Management Committee, use all reasonable endeavours so that the Group complies with:
(1) all relevant statutory and regulatory obligations; and
(2) all internal policies and procedures.

4 MEETINGS

4.1 The Committee should meet at least four times a year. Additional meetings may be requested by any Committee member.
4.2 A quorum for a Committee meeting is when at least two members are present.
4.3 The Company Secretary of Endocoal will be the Secretary to the Committee and will be responsible for maintaining:
(1) minutes of the Committee meetings; and
(2) records of any Committee reports or recommendations.
4.4 Executive management are to attend such portion of the Committee meetings as requested by the Chairman to provide required reports and presentations to the Committee.

5 REPORTING

5.1 The Committee is to report on its meetings to the Board and also when major health safety environment or community issues arise.
5.2 All recommendations of the Committee are to be referred to the Board for approval.

6 ACCESS TO INFORMATION AND INDEPENDENT ADVICE

6.1 The Committee has the authority to seek any information it requires from any Group employee and all employees must comply with such requests.
6.2 In carrying out their functions, the Committee may take such independent legal, technical or other advice as it considers necessary, at the reasonable expense of Endocoal. Unless a conflict exists or to do so would be inconsistent with the Committee's duties, the Committee is to request such information professional advice or assistance permitted under this clause 6 via the Chairman.

7 COMMITTEE PERFORMANCE

To determine whether it is functioning effectively, the Committee shall:
(1) review this Charter annually; and
(2) undertake an evaluation of its performance at intervals considered appropriate by the Chairman.