Majority Voting Policy

1. On March 22, 2013, the Board of Directors of the Corporation (the “Board”) adopted a “majority voting” policy, pursuant to which if a nominee for election as a director of the Corporation receives a greater number of votes “withheld” or “abstained” than votes “for”, with respect to the election of directors by shareholders, he or she will be expected to offer to tender his or her resignation to the Board promptly following the meeting of shareholders at which the director is elected.

2. Upon receiving such resignation, the Nominating & Corporate Governance Committee will consider such resignation and make a recommendation to the Board whether or not to accept it, provided however, that the resignation will be accepted absent exceptional circumstances.

3. The Board will make its decision as to whether or not to accept the resignation(s) in question based upon the recommendation of the Nominating and Corporate Governance Committee and announce such decision in a press release to be issued within 90 days following the meeting of shareholders. A copy of such press release shall be provided to the Toronto Stock Exchange. If the Board determines not to accept the resignation(s), the press release shall state the reasons for such decision.

4. The director who offered to tender his or her resignation should not participate in any committee or Board deliberations and decisions pertaining to the resignation offer.

5. A resignation tendered pursuant to this policy shall be effective upon its acceptance by the Board.

6. This policy only applies in circumstances involving an uncontested election of directors. An “uncontested election of directors” means that the number of director nominees is the same as the number of directors to be elected to the Board and that no proxy material is circulated in support of one or more nominees who are not part of the candidates proposed by the Corporation’s management and supported by the Board.

7. Subject to any corporate law restrictions, in the case where the Board accepts the offer of resignation of a director and such director resigns, the Board may leave the resultant vacancy unfilled until the next annual meeting of shareholders. It may also choose to fill the vacancy through the appointment of a new director whom the Board considers to merit the confidence of the shareholders. It may further decide to call a special meeting of shareholders at which there will be presented a new candidate to fill the vacant position.

© 2020 Turquoise Hill Resources
All rights reserved.