Corporate

1. The mandate of the Thompson Creek Metals Company Inc. ("Thompson Creek" or the "Company") Board of Directors (the "Board") is to supervise the management of the Company's business and affairs and to act with a view towards the Company's best interests, including managing its assets and promoting growth for the benefit of its shareholders. The Board believes good corporate governance practices provide an important framework for a timely response by the Board to situations that may directly affect share value.


2. The Board wishes to emphasize that the substance of good corporate governance at Thompson Creek is more important than its form; adoption of a set of guidelines or principles or any particular practice or policy is not a substitute for, and does not itself assure, good corporate governance.

The charter of the Board (Tab 1), and the charters of the Audit Committee, the Compensation and Governance Committee and the Environment, Health and Safety Committee (Tabs 2, 3 and 4) define the role of the Board and its committees. These charters govern how the Board and its committees will operate to carry out its duties of stewardship and accountability.

1. The Board-Management Relationship

1. By law, the Board is called upon to manage or supervise the management of the business. The Chief Executive Officer has been charged with responsibility for the day-to-day leadership and management of the Company.


2. The Chief Executive Officer's principal responsibility is to lead the Company. The Chief Executive Officer formulates Company policies, strategic plans and goals in conjunction with the Board. The Board approves the goals, objectives and policies by which the Company is managed, and then steps back and evaluates and oversees the management of the Company. The Chief Executive Officer keeps the Board fully informed of the Company's progress towards the achievement of its goals and of all material deviations from the goals or objectives and policies established by the Board in a timely and candid manner.


3. Once the Board has approved the goals, strategies and policies, the Board acts in a unified and cohesive manner in supporting and guiding the Chief Executive Officer subject to its duty to act in the best interests of the Company.
2. Corporate Strategy

   Management is responsible for the development of an overall corporate strategy to be presented to the Board. The Board's role is to ensure there is a strategic planning process, and then review, question, validate, and ultimately approve the strategy and monitor its implementation.

3. Business Risks

   The Board should have a continuously developing understanding of the principal risks associated with the business, and it is the responsibility of management to ensure that the Board and its committees are kept well informed of changing risks. The principal mechanisms through which the Board reviews risks are:

   1. on-going reports by the Chief Executive Officer;
   2. the strategic planning process; and
   3. the role performed by the Audit Committee.

4. Board Contact with Senior Management

   1. All directors have open access to the Company's officers and employees. It is expected that directors will exercise judgment to ensure that their contacts are not disruptive to the Company's business operations.
   2. Written communications between directors and any of the Company's officers or employees, other than communications of a routine nature, will be copied to the Lead Director and, to the extent appropriate, the Chairman and Chief Executive Officer and the Chairman of the relevant committee.
   3. The Board encourages individual directors to make themselves available for consultation with management outside Board meetings in order to provide specific advice and counsel on subjects where such directors have special knowledge and experience.

5. Succession Planning

   The Board considers succession planning and management development to be an ongoing process, including annual reports to the Board by the Compensation and Governance Committee. The Chief Executive Officer should make his recommendations and evaluations of potential successors, along with a review of any development plans recommended for such individuals available to the Compensation and Governance Committee upon request.

6. Board Independence

   The Board must have the capacity, independently of management, to fulfill the Board's responsibilities and must be able to make an objective assessment of management and assess the merits of management initiatives. Therefore, the Company is committed to the following practices:

   1. the recruitment of strong, independent directors, who shall compose majority of the Board;
   2. the Board will determine whether each director is independent in accordance with the Independence Guidelines set forth in Appendix A hereto; provided, however, that if there is a relationship between the Company and a director that is not directly addressed by the Independence Guidelines, the determination regarding whether such director is independent will be made by the other members of our Board of Directors who are independent;
   3. any director who is determined to be independent and whose circumstances change such that he or she might be considered to no longer be an independent director, shall promptly advise the Board of the change in circumstances;
   4. the Compensation and Governance Committee performs the director selection/evaluation process and reports its findings and recommendations to the Board;
   5. the Compensation and Governance Committee performs the Chief Executive Officer evaluation process and reports its findings and recommendations to the Board;
   6. the Audit Committee, the Compensation and Governance Committee and the Environment, Health and Safety Committee are fully independent; and
   7. meetings of independent directors without management:
   
   
   1. the independent directors shall meet privately, without management or non-independent directors, at every quarterly Board meeting, at other meetings as appropriate, and more frequently as needed, under the leadership of the Lead Director;
   2. the private meetings will provide an opportunity for the independent directors to raise issues that they may not wish to discuss with management present; and
   3. the Lead Director will meet with the Chairman and Chief Executive Officer to review such discussions.

7. Board Size and Composition

   1. The Board is committed to reviewing its size periodically and currently considers no more than nine directors nor less than seven directors to be appropriate for the size of the Company and sufficient to provide an appropriate mix of backgrounds and skills for the stewardship of the Company. In establishing the number of directors, the Board will take into account the recommendations of the Compensation and Governance Committee, which will consider, among other factors: the Board's current and anticipated need for directors with specific qualities, skills, experience, or backgrounds; the availability of highly qualified candidates; committee workloads and membership needs; and any anticipated director retirements. In general, the Board believes smaller boards are more cohesive and work more effectively than larger boards.
   2. At its meetings to approve the Information Circular and the Annual Proxy Statement for the annual meetings of the shareholders of the Company, the Board shall consider and determine whether each director or nominee is independent.
   3. The Lead Director and the Chairman will be selected by the Board.
   4. The Lead Director's duties and responsibilities include:

   1. ensuring that the Board works together as a cohesive team with open communication;
   2. facilitating annual assessments of the performance of the Board, committees and individual directors, and reporting to the Compensation and Governance Committee and the Board on the results of this assessment process;
   3. acting as the primary internal spokesperson for the Board, ensuring that management is aware of concerns of the Board, shareholders, other stakeholders and the public;
   4. ensuring that management strategies, plans and performance are appropriately represented to the Board;
   5. presiding at executive sessions of the non-management directors;
   6. recommending changes to the Board's guidelines, the committees and individual director effectiveness.

8. Criteria for Board Membership

   1. The Compensation and Governance Committee adopts and annually reviews the general and specific criteria applicable to candidates to be considered for nomination to the Board. These criteria generally include the candidate's independence, leadership experience, integrity, ethics, values, commitment, desired subject matter expertise, strategic business development skills, communication skills, availability, and the willingness and ability to act in the interests of all shareholders.
   2. The objective of the annual review described in paragraph (i) above will be to manage the composition of the Board in a way that provides the best mix of skills and experience to guide the long-term strategy and business operations of the Company and to ensure that the expertise and independence requirements for the Board's committees can be met. In its review, the Compensation and Governance Committee will take into account the Company's strategic direction and the strengths, skills, experience and interpersonal dynamics of the Company's incumbent directors.
   3. The Compensation and Governance Committee will consider the value of diversity on the Board in the candidate selection process. The Compensation and Governance Committee may from time to time identify particular characteristics to look for in a candidate in order to balance the skills and characteristics of the Board's membership.
   4. Each director and director nominee must possess and exhibit the highest degree of integrity, professionalism and values.

9. Selection of New Directors

   1. The Board is responsible for identifying suitable candidates to be recommended for election to the Board by the shareholders.
   2. The Compensation and Governance Committee, in consultation with the Lead Director, has the responsibility of gathering the names of potential nominees, screening their qualifications against the current skill and experience needs of the Board and making recommendations to the full Board.
   3. All directors are encouraged to identify potential candidates.
   4. The Chairman and Chief Executive Officer provides additional input to the process.
   5. The Compensation and Governance Committee will consider recommendations from the shareholders of potential candidates for nomination as director. Recommendations should be made in writing, including the candidate's written consent to be nominated and to serve, and sufficient background information on the candidates to enable the Compensation and Governance Committee to properly assess the candidate's qualifications. The process for evaluating potential candidates recommended by shareholders and derived from other sources is substantially the same.
   6. An invitation to stand as a nominee for election to the Board will normally be made to a candidate by the Board through the Lead Director or Chairman and Chief Executive Officer.
   7. In accordance with the Board's Voting Policy, the Board will nominate for election or re-election as a director in uncontested elections only candidates who agree to tender, promptly following their failure to receive the required vote for election or re-election at the next meeting at which they would face election or re-election, an irrevocable resignation that will be effective upon acceptance by the Board.
   8. Elections of directors will be conducted in accordance with the Board's Voting Policy. The Board will accept resignations from nominees that have not received the support of the shareholders in compliance with the Board's Voting Policy.

10. Director Terms

While directors are elected annually by shareholders, there is an informal expectation by the Board that each director should commit to serving for at least five years. Each director who has served a term of five years will in the fifth year undergo a more comprehensive review prior to his or her renomination. This review will occur every five years thereafter and directors fully understand that nomination to the Board is not open-ended and is reviewed comprehensively every five years. Subject to the following, each non-management director will serve a maximum term of ten (10) years from the date of his/her initial election as a director by the shareholders of the Company. For non-management directors elected prior to May 6, 2010, the effective date of this guideline, the maximum ten-year term shall end on the next annual meeting following the tenth anniversary of the director's initial election as a director by the shareholders of the Company. The Board of Directors may request that any director remain on the Board beyond the ten-year term.

11. Directors' Outside Board Memberships

    1. Interlocking Boards

       1. No two directors of the Company shall sit together on two or more public company boards without the approval of the Compensation and Governance Committee, such approval not to be unreasonably withheld.
       2. If such a situation does exist on the Board, the Compensation and Governance Committee shall annually review the continued appropriateness of the situation.

    2. Multiple Board Memberships

       1. Directors should advise the Compensation and Governance Committee of any invitations to join the board of any other company prior to accepting another directorship so that any potential conflicts or other issues may be carefully considered in advance. The Board, through the Compensation and Governance Committee, will review the director's continued ability to fulfill his or her responsibilities as a director of the Company, and will consider the need to implement any mitigating actions, including rotation of committee responsibilities, if appropriate.
       2. Subject to such exceptions on a case-by-case basis as the Compensation and Governance Committee shall determine, (i) no director shall serve on more than four (4) boards of publicly-traded companies (including the Company) and (ii) no director of the Company who serves as a chief executive officer (or substantially equivalent position) of any publicly-traded company shall serve on more than two (2) boards of publicly traded companies (including the Company).
       3. No member of the Audit Committee of the Board shall serve on the audit committee of more than three (3) publicly-traded companies (including the Company), unless the Board determines that such simultaneous service would not impair the abilities of such member to effectively serve on the Audit Committee.
       4. If any director does serve on the boards of more than four (4) publicly-traded companies, the Compensation and Governance Committee shall annually review the appropriateness of that director's continued membership on the Company's Board and make a recommendation to the Board.

12. Directors Who Change Their Present Job Responsibilities

    1. Any management director whose employment at the Company terminates for any reason (including normal retirement), a non-management director serving on the Board who has a major change of employer or in principal occupation, or whose occupational responsibilities are substantially changed from when the director was elected to the Board, or otherwise experiences a change in circumstances that adversely affects his or her capacity to serve as a director is expected to promptly tender his or her resignation to the Chairman of the Board with a copy to the Chair of the Compensation and Governance Committee.
    2. ii) It is not intended that directors who retire or whose professional positions change should necessarily leave the Board. The Board, through the Compensation and Governance Committee, will consider the continued appropriateness of Board membership under such circumstances and will make a recommendation to the Board, and the Board will determine whether to accept any such resignation.

13. Director Retirement Age

The Board has adopted a retirement policy under which the retirement age for Directors has been set at 72 years. Directors 72 years of age will not be eligible to stand for re-election at the next annual meeting of shareholders of the Company without the approval of the Compensation and Governance Committee. Directors who turn 72 during their term are eligible to finish out that term. The Compensation and Governance Committee has authority to recommend to the Board that a Director be nominated for re-election after reaching 72 if it considers such a recommendation to be in the best interests of the Company.

14. New Director Orientation

    1. The Board, in conjunction with the Lead Director and the Chairman and Chief Executive Officer and the Compensation and Governance Committee, is responsible for ensuring that new directors are provided with an orientation and education program, which will include:

       1. written information about the duties and obligations of directors;
       2. the business and operations of the Company; 
       3. documents from recent Board meetings; and
       4. opportunities for meetings and discussion with senior management and other directors.

    2. The details of the orientation of each new director will be tailored to that director's individual needs and areas of interest.
    3. All continuing Board members also are invited to attend new director orientation and education programs.

15. Ongoing Director Education

    1. The Board recognizes the importance of ongoing director education and the need for each director to take personal responsibility for this process.
    2. To facilitate ongoing education the Board will:

    1. periodically canvas the directors to determine their training and education needs and interests;

    2. arrange ongoing visitation by directors to the Company's facilities and operations;

    3. arrange the funding for the attendance of directors at seminars or conferences of interest and relevance to their position as a director of the Company; and

    4. encourage and facilitate presentations by outside experts to the Board or committees on matters of particular import or emerging significance.
    3. Directors are strongly encouraged to attend at least 10 hours of seminars, courses or conferences in any two-year period and will be reimbursed for the cost of education programs and related travel expenses for programs of at least five hours duration.

    4. Directors are to forward their receipts and related travel expenses for external continuing director education programs to the Corporate Secretary for recordkeeping and reimbursement.

16. Administrative Support for Directors

    The members of senior management and their respective delegates will provide all required administrative services for directors in the pursuit of their Board responsibilities.

17. Assessing the Board's Performance

The Board will conduct an annual self-evaluation to determine whether it and its committees are functioning effectively. The Compensation and Governance Committee is responsible for establishing and facilitating a process for the annual evaluation of performance of the Board, each of its committees, and individual directors, which should include solicitation of comments from all directors. The Compensation and Governance Committee is also responsible for reporting to the Board on the results of this assessment process. In addition, all directors are encouraged to make suggestions for improvement of the Board's practices to the Lead Director or the Compensation and Governance Committee at any time.

18. Director Compensation and Insurance

    The Compensation and Governance Committee will annually review directors' compensation and directors' insurance. The Committee will make recommendations to the Board for consideration when it believes that a change in compensation or insurance is warranted. In reviewing director compensation, the Compensation and Governance Committee will take into account the following principles:

    1. non-employee directors should be fairly compensated for their time and efforts as directors, taking into account the Company's size and range of business activities;
    2. a portion of the non-employee director's compensation should be paid in the form of equity grants, which may be in the form of stock options or restricted share units, in order to align the directors' interests with the long-term interests of shareholders;
    3. the structure of director compensation should be transparent and easy for shareholders to understand; and
    4. directors who are also employees of the Company or any of its affiliates should not receive any compensation for their services as a director.

19. Director Share Ownership

    1. The Board has determined that ownership of the Company's Common Shares by directors should be encouraged as one way of helping to align the interests of directors with those of the Company's shareholders.
    2. Directors are required to hold a minimum number of Common Shares with an approximate value at the time of purchase of U.S. $120,000, representing two times the U.S. $60,000 annual cash retainer paid to such Director. The share price of Common Shares at the time of the purchase by the Directors shall be used to determine the minimum number of shares. This recommended share ownership shall be attained within five years of December 31, 2009, or of becoming a director of the Company, whichever is later, and should be maintained throughout tenure as a director. Directors may achieve this recommended ownership level in part through the annual grant of restricted share units under the Company's Long Term Incentive Plan. In the event that achieving this recommended share ownership is difficult, a director is encouraged to work with the Board to achieve such level over such extended time period as may be appropriate in the circumstances.
    3. The Board will periodically review and make recommendations to the Board as to what recommended level of director share ownership is appropriate.

20. Loans

The Company will not make any personal loans or extensions of credit to directors or executive officers.

21. Board Communications Policy

    1. The Board approves the content of the Company's major communications to shareholders and the investing public, including the quarterly and annual reports, the proxy statement for the annual stockholder's meeting (the "Annual Proxy Statement") and any prospectuses that may be issued.
    2. ii) The Board believes that management should speak for the Company in its communications with the investment community, the media, customers, suppliers, employees, governments and the general public. It is understood that the Lead Director or other individual directors may, from time to time, be requested by management to assist with such communications.
    3. When communications from shareholders are made to individual directors, management will be informed and consulted to determine any appropriate response to be made by the Board or management, as the case may be.
    4. Each director is encouraged and expected to attend and be available to answer questions at the annual stockholders' meeting.

     

22. Evaluation of the Chief Executive Officer

    The Compensation and Governance Committee annually leads the Board in assessing the Chief Executive Officer's performance against the objectives and other relevant criteria established the previous year by the Board and the Chief Executive Officer.

23. Legal Compliance and Ethical Business Practices

    1. The Board has a duty to oversee senior management in the competent and ethical day-to-day operation of the Company. The Board believes that the long-term success of the Company is dependent upon the maintenance of an ethical business environment that focuses on adherence to both the letter and the spirit of regulatory and legal mandates.
    2. All directors, officers and employees are bound by the Company's Code of Ethics and Business Practices. All who are affected by the Code review it and directors and officers acknowledge their support and understanding of the Code by signing it annually.
    3. Directors must never be in an undisclosed conflict of interest with the Company. A director who has a real, perceived or potential conflict of interest regarding any particular matter under consideration should advise the General Counsel and the Board, refrain from debate on the matter and abstain from any vote regarding that matter.
    4. The Compensation and Governance Committee has responsibility for monitoring compliance with the Code of Ethics and Business Practices.
    5. Pursuant to the Company's policy on Related Person Transactions, the disinterested directors or the Compensation and Governance Committee will review, and when required pursuant to the policy, approve or ratify related person transactions. The Committee may only approve those related person transactions that are determined to be in, or not inconsistent with, the best interests of the Company and its shareholders, taking into account all available facts and circumstances as the Committee determines in good faith to be necessary.
    6. Pursuant to the Company's Whistleblower Policy, the Chair of Audit Committee will receive any reports of alleged violations of the Code of Conduct or other concerns regarding financial statement disclosure issues, accounting, internal accounting controls, auditing or other matters. Once received, the Audit Committee will investigate each matter so reported and take corrective and disciplinary action, if appropriate.

24. Board Meetings and Agendas

    1. The Board currently schedules five regular meetings per year, one each quarter and one for an annual budget meeting.  Regular meetings are usually scheduled at least a year in advance. Other special meetings may be scheduled as the need arises.
    2. The Chairman and Chief Executive Officer, in consultation with the Lead Director and the Secretary, develop the agenda for each Board meeting. All directors may, and are encouraged to, provide input to the agenda.
    3. The date, time and place of a meeting of the Board shall be fixed and notified to the Board in accordance with the requirements of the Company's Articles of Continuance.
    4. Under normal circumstances, the agenda and the material will be distributed to directors not less than four (4) business days before the meeting.
    5. The Board may adopt the use of consent resolutions for its convenience from time to time.
    6. The directors may set the quorum necessary for the transaction of business and, if not set, the majority of the number of the directors holding office is deemed to constitute a quorum for the transaction of business at a meeting. A quorum of directors may exercise all the powers of directors at a meeting. No business shall be transacted by the directors at a meeting unless a quorum is present.
    7. Personal attendance is expected by directors at all regular board meetings and is encouraged at all other Board meetings. However, a director may participate in a Board meeting by means of such telephonic, electronic or other communication facilities that permit all persons participating in the meeting to communicate adequately with each other. A member participating in such a meeting by any such means is deemed to be present at the meeting. These exceptions are most likely to occur with special board meetings.
    8. Directors will maintain the absolute confidentiality of the deliberations of the Board and decisions and information received at meetings, except as may be specified by the Chairman, if the information is publicly disclosed by the Company, or as required by applicable law. The views or opinions of individual directors or managers shall be treated with an appropriate level of respect and confidence.
    9. At meetings of the Board and its committees, there is an open atmosphere that encourages discussion of alternative views. From time to time, informal offsite sessions may be held to further enhance/encourage discussion of ideas, strategies and issues.
    10. Directors are expected to attend all meetings of the Board and the committees upon which they serve, to come to such meetings fully prepared (including full review of all documentation sent prior to the meeting), and to remain in attendance for the duration of the meeting. Where a director's absence from a meeting is unavoidable, the director should, as soon as practicable after the meeting, contact the Chairman and Chief Executive Officer or the Lead Director for a briefing on the substantive elements of the meeting.

25. Special Meetings of the Board

    1. Special meetings of the Board may be held at any time at the call of the Chairman and Chief Executive Officer, the Lead Director, or any two directors.
    2. Notice of a special meeting of the Board shall be given in accordance with Sections 18.6, 18.7, and 24.1 of the Company's Articles of Continuance.

26. Non-Directors at Board Meetings

    1. The Board appreciates the value of having non-directors attend Board meetings to provide information and opinions to assist the directors in their deliberations.
    2. The Board, through the Chairman and Chief Executive Officer, will determine non-director attendees at Board meetings. For issues that fall within the terms of reference of a committee, the Chairman of the committee may also recommend non-director attendees to the Chairman and Chief Executive Officer or the Lead Director.
    3. No non-directors shall attend or provide material to the Board without prior approval of the Lead Director, and in the case of meetings of committees of the Board, the Chairman of the committee.

27. Board Minutes

    The Chairman and Chief Executive Officer and the Lead Director will be provided with the draft minutes of each meeting of the Board or a committee of the Board within fourteen calendar days of the meeting and will be provided to the Board as soon as practicable thereafter.

28. Information for Board Meetings

    1. All materials submitted for consideration by the Board or by a committee become part of the record of the Board, and shall be deposited with the Secretary for maintenance, safekeeping and access.
    2. Materials assembled in support of Board meetings will be coordinated by the Chairman and Chief Executive Officer and the Lead Director or their delegates, who will distribute the material including the meeting agenda, not less than four business days prior to the meeting; provided that if a special meeting is called with less than five business days notice, then any supporting material will be distributed at least 24 hours in advance prior to such meeting.
    3. Material distributed to the directors in advance of Board meetings shall be concise, yet complete, and prepared in a way that focuses attention on critical issues to be considered.
    4. Reports may be presented during Board meetings by directors, management or staff, or by invited outside advisors. Presentations on specific subjects will briefly summarize the material sent to directors, so as to maximize the time available for discussion on questions regarding the material.
    5. It is recognized that under some circumstances, due to the confidential nature of matters to be discussed at a meeting, it may not be practicable or appropriate to distribute written material in advance
    6. Matters that are brought to the Board for a decision, particularly those of a strategic or financial matter, will be in a format and at a level and type of information that will enable the Board to make a decision.

29. Committees

    1. Committees analyze policies and strategies developed by management that are consistent with their terms of reference. They examine proposals and, where appropriate, make recommendations to the full Board.
    2. Committees do not take action or make decisions on behalf of the Board unless specifically mandated to do so.
    3. The committee structure may be subject to change as the Board considers from time-to-time which of its responsibilities can best be fulfilled through more detailed review of matters in committee.
    4. The current committee structure includes;

    1. an Audit Committee,
    2. a Compensation and Governance Committee, and
    3. an Environment, Health and Safety Committee, and
    4. a Transactions Committee.
    5. The Board, in conjunction with the Lead Director, is responsible for annually proposing the leadership and membership of each committee. In preparing its recommendations they will take into account the skills, experience and references of the individual directors.
    6. The Board will periodically review the need for rotation in committee leadership and membership in a way that recognizes and balances the needs for new ideas, continuity and maintenance of functional expertise.
    7. Each committee operates according to a written charter or mandate, approved by the Board, outlining its duties and responsibilities. Each committee shall have a committee timetable, as part of its terms of reference, which outlines when the committee plans to address each of its duties and responsibilities during the course of the year.
    8. All committees of the Board operate under the following guidelines:

    1. Each committee will meet at least twice each year, or more frequently as deemed necessary by the committee in accordance with Section 19.5 of the Company's Articles of Continuance. In general, committee meetings will be scheduled each year in advance. However, the chairman or any two members of a committee may call a meeting of the committee with notice given in accordance with Sections 18.6, 18.7, and 24.1 of the Company's Articles of Continuance.
    2. Committee chairmen, in consultation with the Chairman and Chief Executive Officer and the committee members, will set the frequency and length of committee meetings.
    3. Each chairman of a committee, in consultation with the appropriate members of management, develops the agenda for committee meetings. Any member of a committee may request an agenda item.
    4. If a chairman of a committee is not present at any meeting of a committee, one of the other members of the committee present at the meeting shall be chosen by the committee to preside at the meeting.
    5. A member of a committee may participate in a committee meeting by means of such telephonic, electronic or other communication facilities as permit all persons participating in the meeting to communicate adequately with each other. A member participating in such a meeting by any such means is deemed to be present at the meeting.
    6. A committee may invite such director or, in consultation with the Chairman and Chief Executive Officer, such employees of the Company as may be considered desirable to attend meetings and assist in the discussion and consideration of the business of the committee.
    7. A committee may, from time to time, require the expertise of outside resources. Each committee has the authority to engage, set the terms of and compensate, at Company expense, any outside advisor that it determines to be necessary to permit it to carry out its duties.
    8. Quorum for the transaction of business at any committee meeting shall be a majority of the number of members of the committee or such greater number as the committee shall by resolution determine.
    9. At the next Board meeting following each meeting of a committee, the chairman of the committee will report to the Board on the committees' activities. Minutes of committee meetings are made available to all directors and copies should be filed with the Secretary.
    10. Each committee shall conduct an annual self-assessment and shall report to the Board the results of the self-assessment.
    11. Each committee shall annually assess the adequacy of its charter or mandate and recommend any changes to the Board for approval.
    12. The Secretary or his or her designate shall act as secretary to each committee and be responsible for the Committee's minutes.

30. Terms of Reference for a Chairman of a Committee

    The chairman of each committee of the Board shall:

    1. lead the committee in undertaking the duties and responsibilities that it is charged with by the Board, as outlined in its terms of reference;
    2. ensure that management has adequate time to provide committee members with all the information they require in timely fashion;
    3. work with management to ensure that the committee has adequate access to all members of management necessary for the Committee to undertake its responsibilities;
    4. set agendas for committee meetings;
    5. chair committee meetings at which the committee chairman is in attendance;
    6. lead the committee in an annual review of its performance; and
    7. work with the Board to ensure that the committee is composed of members with the skill, experience and/or necessary training relative to the committee's responsibilities.

31. Outside Advisors for Individual Directors

    Occasionally, individual directors may need the services of an advisor to assist on matters involving their responsibilities. Any director, who wishes to engage an outside advisor at the expense of the Company, must obtain the approval of the Lead Director or the Chairman of the Audit Committee, generally in consultation with the Lead Director.

32. Board Guideline Review

    The Compensation and Governance Committee shall review these Guidelines annually to ensure that they effectively promote the best interests of both the Company and the Company's shareholders and that they comply with all applicable laws, regulations, and stock exchange requirements. Any recommended changes will be submitted by the Compensation and Governance Committee to the Board for approval.

The concept of an independent director is central to modern corporate governance and the Company supports the importance of independent directors when considering Board and Board committee composition. The Company is subject to definitions of independence from regulators in both Canada and the United States, and has adopted the following independence guidelines to facilitate determinations by the Board of whether a director is independent, which are intended to fully encompass all applicable definitions. For purposes of these Independence Guidelines, references to "Thompson Creek" shall include any subsidiary entity of the Company and a parent of the Company, if any.

1. A director is independent if the Board determines that he or she has no direct or indirect material relationship with Thompson Creek (directly or as a partner, shareholder or officer of an organization that has a relationship with the company). In making such "independence" determinations, the Board shall broadly consider all relevant facts and circumstances. In particular, when assessing the materiality of a director's relationship with Thompson Creek, the Board should consider the issue not merely from the standpoint of the director, but also from that of persons or organizations with which the director has an affiliation. Material relationships can include commercial, industrial, banking, consulting, legal, accounting, charitable and familial relationships, among others. However, as the concern is independence from management, ownership of even a significant amount of stock, by itself, would not be a bar to an independence finding.
2. For the avoidance of doubt, any of the following individuals are considered to have a material relationship with Thompson Creek (and, therefore, would not be independent):

1. an individual who is, or has been within the last three years, an employee or executive officer of Thompson Creek;
2. an individual whose immediate family member is, or has been within the last three years, an executive officer of Thompson Creek;
3. an individual who:


1. is a current partner of a firm that is Thompson Creek's internal or external auditor,


2. is an employee of that firm, or


3. was within the last three years a partner or employee of that firm and personally worked on Thompson Creek's audit within that time;


4. an individual whose immediate family member

   1. is a partner of a firm that is the issuer's internal or external auditor,
   2. is an employee of that firm and participates in its audit, assurance or tax compliance (but not tax planning) practice, or
   3. was within the last three years a partner or employee of that firm and personally worked on Thompson Creek's audit within that time (including, for the avoidance of doubt, a current employee of that firm who is personally working on Thompson Creek's current audit);

5. an individual who, or whose immediate family member, is or has been within the last three years, an executive officer of another company if any of Thompson Creek's present executive officers serves or served on that company's compensation committee;
6. an individual who received, or whose immediate family member who is employed as an executive officer of Thompson Creek received, more than Cdn$75,000 in direct compensation from Thompson Creek during any 12 month period within the last three years;
7. an individual who accepts, directly or indirectly, any consulting, advisory or other compensatory fee from Thompson Creek, other than as remuneration for acting in his or her capacity as a member of the Board or any Board committee, or as a part-time chair or vice-chair of the Board or any Board committee;
8. an individual who directly or indirectly controls the Company, or a director, executive officer, partner, member, principal or designee of an entity that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with the Company; and
9. an individual who is a current employee, or whose immediate family member is a current executive officer, of a company that has made payments to, or received payments from, Thompson Creek for property or services in an amount which, in any of the last three fiscal years of such company, exceeds the greater of US$1 million, or 2% of such other company's consolidated gross revenues.
3. For the purposes of clauses (2)(c) and (2)(d) above, a partner does not include a fixed income partner whose interest in the firm that is the internal or external auditor is limited to the receipt of fixed amounts of compensation (including deferred compensation) for prior service with that firm if the compensation is not contingent in any way on continued service.
4. For the purposes of clauses (2)(f) and (2)(g), "direct compensation" and "compensatory fees" do not include:

1. remuneration for acting as a member of the Board or of any Board committee of Thompson Creek, and
2. the receipt of fixed amounts of compensation under a retirement plan (including deferred compensation) for prior service with Thompson Creek if the compensation is not contingent in any way on continued service.
5. For the purposes of clause (2)(g), the indirect acceptance by an individual of any consulting, advisory or other compensatory fee includes acceptance of a fee by:

1. an immediate family member; or
2. an entity in which such individual is a partner, member, an officer such as a managing director occupying a comparable position or executive officer, or occupies a similar position (except limited partners, non-managing members and those occupying similar positions who, in each case, have no active role in providing services to the entity) and which provides accounting, consulting, legal, investment banking or financial advisory services to Thompson Creek.
6. For purposes of clauses (2)(b), 2(d), 2(e), 2(f), 2(i) and 5(a), an "immediate family member" includes an individual's spouse, parents, children, step children, siblings, mothers and fathers-in-law, sons and daughters-in-law, brothers and sisters-in-law, and anyone (other than domestic employees) who shares such individual's home.
7. For purposes of clause (2)(i), the Board need not consider any former employment of an individual or any former employment of immediate family members.
8. Notwithstanding any of the foregoing, an individual will not be considered to have a material relationship with Thompson Creek solely because the individual or his or her immediate family member

1. has previously acted as an interim chief executive officer of Thompson Creek, or
2. acts, or has previously acted, as a chair or vice-chair of the board of directors or of any board committee of Thompson Creek on a part-time basis.