ABOUT SERICA BOARD COMMITTEES

The Board has established a Corporate Governance and Nomination Committee, an Audit Committee, a Reserves Committee, a Remuneration and Compensation Committee and a Health, Safety and Environmental Committee. The terms of reference of the Corporate Governance and Nomination, Audit and Remuneration and Compensation Committees appear below.

Audit Committee

Mr Pike (Chairman)  and Mr Vann

The Audit Committee meets regularly and consists of two members, all of which are non-Executive Directors.  The Chair of the Committee is the Company's Senior Independent Non-Executive Director.  The Committee's purpose is to assist the Board's oversight of the integrity of the financial statements and other financial reporting, the independence and performance of the auditors, the regulation and risk profile of the Group and the review and approval of any related party transactions. The Audit Committee may hold private sessions with management and the external auditor.

The Audit Committee meets at least three times a year.

The responsibilities and operation of the Audit Committee are more particularly set out in the Company’s Audit Committee Charter, a copy of which is included as Schedule A to the last annual information form filed for the Company, a copy of which is available on SEDAR at www.sedar.com.

Corporate Governance and Nomination Committee

Mr Pike (Chairman), Mr Craven Walker and Mr Vann

The Corporate Governance and Nomination Committee is responsible for the Company's observance of the UK Code and the Corporate Governance Guidelines where they apply to the Company, for compliance with the rules of AIM and the TSX and for other corporate governance matters, including compliance with the Company’s Share Dealing Code and with AIM and TSX in respect of dealings by directors or employees in the Company’s shares. The committee is responsible for monitoring the effectiveness of the Board and its Committees, proposing to the Board new nominees for election as directors to the Board, determining successor plans and for assessing directors on an ongoing basis.

The committee will meet as and when required during the next financial year. 

Health, Safety and Environmental Committee

Mr Vann (Chairman) and Mr Craven Walker

The Health, Safety and Environmental Committee is responsible for matters affecting occupational health, safety and the environment, including the formulation of a health, safety and environmental policy.

The committee generally meets at least three times during the financial year.

Remuneration and Compensation Committee

Mr Vann (Chairman) and Mr Pike

The Remuneration and Compensation Committee meets regularly to consider all material elements of remuneration policy, the remuneration and incentivisation of Executive Directors and senior management and to make recommendations to the Board on the framework for executive remuneration and its cost. The role of the Remuneration and Compensation Committee is to keep under review the remuneration policies to ensure that Serica attracts, retains and motivates the most qualified talent who will contribute to the long-term success of the Company.

Written resolutions of the committee are passed from time to time particularly in relation to routine matters such as the allotment of shares pursuant to share option exercises as well as to record formally decisions of the committee reached outside the scheduled meetings.

Reserves Committee

Mr Vann (Chairman) and Mr Pike

The Reserves Committee is a sub-committee of the Audit Committee. The committee’s purpose is to review the reports of the independent reserves auditors pursuant to Canadian regulations which require that the Board discuss the reserves reports with the independent reserves auditors or delegate authority to a reserves committee comprised of at least two non-Executive Directors. The committee meets at least once a year prior to publication of the annual results.