Board committees and charters

Reviewing the Group’s accounting and financial policies, periodic financial statements and disclosures related to the Company’s financial performance, its disclosure practices, internal controls, internal audit and risk management, and overseeing all matters associated with appointment, terms, remuneration and performance of the external auditor.

Reviewing and recommending the framework and policy for remuneration of the Executive Directors and senior executives, as well as setting appropriate performance-based targets for incentive programmes, and monitoring the remuneration philosophy applicable to the wider workforce.

Ensuring that the structure, size and composition of the Board and the Senior Leadership team are best suited to delivering the Company’s strategy. Monitoring best practice trends and particular areas of governance which are of interest to our stakeholders. Oversight of Board succession and appointments and annual Board performance reviews.

Oversight of the ESG strategy and supporting the Company in fulfilling its responsibilities in respect of ESG targets and commitments and ensuring its governance aligned with market practice and stakeholder expectations.

Assisting and advising the Board and Senior Management and discharging the Board’s oversight responsibilities in the areas of projects, exploration, security, technical and health and safety matters and reviewing and recommending the annual budget to the Board.

The Board has delegated the responsibility for the delivery of the Group strategy and the day-to-day executive management of the business to the CEO, who leads the Executive Management team to deliver this strategy. Endeavour’s Executive Management team has a significant track record of value creation, a proven ability to operate consistently, as well as to optimise mining operations and build projects and has significant exploration knowledge and capabilities.

The Disclosure Committee is a Management Committee comprised of the CEO, Chief Financial Officer, Chief Operating Officer, Company Secretary and VP Investor Relations. It is responsible for implementing the disclosure procedures of the Company, as governed by the Disclosure Procedures Manual and in particular for identifying inside information and material information and the circumstances in which information should be disclosed, having regard to the UK Market Abuse Regulation (“UK MAR”) obligations. The Disclosure Committee meets on an as-needed basis.