I. MEMBERSHIP

  • The Governance and Corporate Responsibility Committee ("the Committee") shall consist of no fewer than three directors.

  • All members shall be independent directors, as defined by applicable securities regulations and stock exchange rules in the jurisdictions where Global E.I. Trust operates.

  • At least one member shall concurrently serve on the Audit Committee to ensure alignment on compliance and financial oversight matters.

Appointment and Removal

  • Committee members shall be appointed and may be removed by the Board of Directors, considering the Committee’s own recommendations.

II. PURPOSE

The Committee plays a leadership role in shaping the governance strategy and ethical foundation of Global E.I. Trust. It ensures responsible oversight of:

  • Board performance and composition

  • CEO and executive succession planning

  • Sustainability and environmental strategy

  • Ethics, business conduct, and compliance

  • Political activity and advocacy

  • Human capital and inclusion practices
    The Committee helps guide the company as it grows across natural resource sectors while maintaining trust with stakeholders and the global communities it serves.

III. GOALS AND RESPONSIBILITIES

A. BOARD GOVERNANCE & OPERATIONS

  • Recommend a Chair of the Board, acting in the best interest of shareholders.

  • Define and periodically update criteria for Board member selection, emphasizing:

    • Integrity, expertise, and experience across sectors (e.g., mining, energy, sustainability)

    • Global perspective and diversity of background, culture, and thought

  • Identify and recommend qualified director candidates for election.

  • Engage search firms when appropriate and manage related contracts.

  • Develop and recommend corporate governance principles for Board adoption.

  • Review and recommend committee structures, responsibilities, and assignments.

  • Coordinate the annual Board performance evaluation.

  • Conduct an annual self-assessment of Committee effectiveness and charter adequacy.

B. MANAGEMENT SUCCESSION

  • Oversee the CEO evaluation process and provide input on performance.

  • Guide CEO and executive succession planning, ensuring continuity and alignment with the company’s mission, values, and strategic growth.

  • Monitor leadership development processes across geographies and disciplines.

C. SUSTAINABILITY STRATEGY

  • Oversee the company’s sustainability strategy, including:

    • Climate risk and opportunity

    • Biodiversity and ecosystem preservation

    • Renewable resource and energy commitments

  • Review and report annually on progress toward sustainability goals.

D. ENVIRONMENTAL, HEALTH & SAFETY (EHS)

  • Provide guidance and oversight on EHS policies and performance.

  • Review health and safety metrics, trends, and initiatives not otherwise covered by the full Board.

  • Oversee the company’s environmental performance as it affects stakeholders, including local communities, contractors, and suppliers.

  • Refer significant environmental compliance issues with potential financial impact to the Audit Committee.

E. ETHICS & BUSINESS CONDUCT

  • Provide strategic oversight for the company’s ethics and compliance programs.

  • Ensure implementation and monitoring of the Global Code of Ethics.

  • Review ethics and conduct trends, practices, and risk areas.

  • Coordinate with the Audit Committee on material ethical or compliance concerns.

F. POLITICAL ACTIVITY & ADVOCACY

  • Monitor the company’s public policy engagement, including:

    • Political contributions

    • Regulatory advocacy

    • Partnerships with industry associations

  • Ensure alignment of political activity with corporate values and transparency requirements.

G. HUMAN RESOURCES & CULTURE

  • Provide oversight of diversity, equity, inclusion (DEI) programs and metrics.

  • Monitor employee satisfaction, including review of feedback from workforce surveys and engagement platforms.

  • Review global HR practices for consistency with ethical standards and fair labor principles.

IV. STRUCTURE AND OPERATIONS

  • The Board of Directors shall appoint the Committee Chair.

  • The Committee shall meet no fewer than three times per year, and more frequently as needed.

  • The Committee shall report directly to the Board on actions, findings, and recommendations.

  • The Committee may form subcommittees to carry out specific responsibilities.

  • Global E.I. Trust shall provide adequate resources and funding to the Committee for:

    • Engaging independent consultants, legal counsel, or advisors

    • Meeting logistics and support

    • Conducting investigations or reviews as necessary

Management Liaison Responsibilities

A designated management liaison shall support the Committee by:

  • Collaborating with the Committee Chair and CEO to set meeting agendas

  • Preparing briefing documents and pre-read materials

  • Coordinating internal or external presenters as needed

  • Ensuring follow-up on Committee actions and documentation

This charter shall be reviewed annually and updated as needed to reflect the evolving mission, regulatory landscape, and global responsibilities of Global E.I. Trust.