Corporate

I. PURPOSE

The Board of Directors of Thompson Creek Metals Company Inc. (the "Corporation") is responsible for the general supervision of the management of the business and for acting in the best interests of the Corporation and its shareholders, including managing the assets of the Corporation and promoting growth for the benefit of the shareholders. The Board of Directors will discharge its responsibilities directly and through its committees, currently consisting of the Audit Committee, the Compensation and Corporate Governance Committee, the Environment, Health and Safety Committee and such further committees as the Board may appoint. The Board of Directors shall meet regularly to review the business operations, corporate governance and financial results of the Corporation. Meetings of the Board of Directors shall include regular meetings with management to discuss specific aspects of the operations of the Corporation.

II. RESPONSIBILITIES

The Board of Directors' responsibilities include, without limitation to its general mandate, the following specific responsibilities:

• The assignment to the various committees of directors the general responsibility for developing the Corporation's approach to: (i) corporate governance issues; (ii) financial reporting and internal controls; (iii) issues relating to compensation of officers and employees; and (vi) environment, health and safety ("EHS") issues.

• Approving disclosure and securities compliance policies of the Corporation, including communications policies.

• The continuing evaluation of the performance of the President and Chief Executive Officer and other executives.

• Reviewing the Corporation's strategic planning processes, approving key strategic plans that take into account business opportunities and business risks and monitoring performance against such plans.

• Approving policies of the Corporation regarding delegation of responsibility and financial authority.

• With the assistance of the Compensation and Governance Committee:
• Reviewing the composition of the Board of Directors and establishing its independence criteria.

• Assessing, at least annually, of the effectiveness of the Board of Directors as a whole, the committees of the Board of Directors and the contribution of individual directors.

• Ensuring that an appropriate review selection process for new nominees to the Board of Directors is in place.

• Ensuring that an appropriate comprehensive orientation and education program for new members of the Board of Directors and ongoing education for all directors is in place.

• Ensuring that management succession plans are in place.

• Developing, reviewing (at least annually) and considering amendments to the Board Guidelines.

• Determining the appropriate compensation for the Chief Executive Officer and other executive officers.
• With the assistance of the Audit Committee:
• Reviewing and approving significant financial matters and providing direction to management on these matters.

• Ensuring the integrity of the Corporation's internal controls and management information systems.

• Ensuring the Corporation's ethical behavior and compliance with laws, regulations and audit and accounting principles.

• Ensuring that appropriate systems are in place to manage the principal risks of the Corporation's business.

• As required and agreed upon, providing assistance to shareholders concerning the integrity of the Corporation's reported financial performance.
• With the assistance of the Environment, Health and Safety Committee:
• Overseeing the development and implementation of appropriate EHS policies, and reviewing the performance of the Corporation with respect to EHS matters.

• Monitoring compliance with EHS regulatory requirements, reviewing all significant EHS non-compliance issues, and reviewing all pending or active litigation in EHS areas.

• Reviewing the Corporation's audit plans for the EHS areas and reviewing periodic status reports on such audits and recommendations therein.
• Reviewing and approving corporate objectives and goals applicable to the Corporation's senior management.

• Reviewing with senior management major corporate decisions which require Board of Directors approval and approving such decisions as they arise.

• Obtaining periodic reports from senior management on the Corporation's operations including, but without limitation, reports on EHS issues.

• Performing such other functions as prescribed by law or assigned to the Board of Directors in the Corporation's constating documents.