Corporate Governance

Board of Directors

Lucara's Board of directors is primarily responsible for supervising the management of Lucara's business and affairs. Its authority is determined by the provisions of the British Columbia Business Corporations Act and by Lucara's Articles. The Board regularly reviews its guidelines and policies and, not less than annually, considers how its corporate governance practices align with guidelines established by the Canadian regulatory authorities having authority, including the Toronto Stock Exchange.

The Board meets as required to conduct its business, which includes the approval of the quarterly and annual audited consolidated financial statements. The Board has established position descriptions for the CEO, Chair of the Board, Lead Director and Committee Chairs.

Board Committees

Audit Committee:
Ian Gibbs, David Dicaire and Peter O'Callaghan

Corporate Governance and Nominating Committee:
Peter O'Callaghan, Paul Conibear and Sheila Colman

Compensation Committee:
Paul Conibear, Ian Gibbs and Sheila Colman

Environment, Social and Governance Committee:
Sheila Colman, David Dicaire and William Lamb


Audit Committee
The Audit Committee consists of three Board members, each of whom is independent and financially literate. The audit committee reviews and reports to the Board on the integrity of the consolidated financial statements of the Company. The Audit Committee has oversight responsibility for internal controls, accounting and auditing activities.

Corporate Governance and Nominating Committee
This Committee is comprised of three independent Board members and assists the Board in identifying qualified individuals for Board membership, develops and implements corporate governance guidelines, and reports annually to the Lucara shareholders on its system of corporate governance.

Environment, Social and Governance Committee
This Committee is comprised of three Board members, a majority of whom are non-executive Board members. This Committee assists the Board in its oversight of safety, health, environment and community risks and compliance with related legal and regulatory requirements.

Compensation Committee
The Compensation Committee is comprised of three independent members of the Board. The Compensation Committee is responsible for administering the Corporation's executive compensation program and oversees incentive plans approved by the Board.

Exchange Rules
Lucara is also guided by the rules and regulations of the NASDAQ First North Growth Market, details regarding these rules can be found at https://www.nasdaq.com/solutions/listings/markets/nordic/first-north.

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