Corporate

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.

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) safety and environmental issues.

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

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

• Ensure management succession.

• The review of strategic planning process, approval of key strategic plans that take into account business opportunities and business risks and monitoring performance against such plans.

• With the assistance of the Compensation and Corporate Governance Committee:

  • Reviewing the composition of the Board of Directors and establishing its independence criteria.

  • The assessment, 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, including, consideration of the appropriate size of the Board of 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.

• With the assistance of the Audit Committee:

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

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

  • Identification of the principal risks of the Corporation's business and ensuring that appropriate systems are in place to manage these risks.

  • Review and approval of significant operational and financial matters and the provision of direction to management on these matters.

  • 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 ("EHS"):

  • Overseeing the development and implementation of appropriate policies, and reviewing the performance of the Corporation with respect to environmental, industrial health and safety matters.

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

  • Reviewing the Corporation's audit plans for the EHS areas and reviewing periodic status reports on such audits and recommendations therein.

• The review and approval of corporate objectives and goals applicable to the Corporation's senior management.

• Reviewing with senior management major corporate decisions which require Board 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 safety and environment issues and security issues surrounding the Corporation's employees and assets and the protection mechanisms that the Corporation has in place.

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