HSE - Charter - Grange Resources

HEALTH, SAFETY & ENVIRONMENTCOMMITTEE – CHARTER(k)(l)Address any specific Board concerns in relation to heath, safety orenvironmental matters; andInform the Board of any significant health, safety or environmental matters orrisks.2.2 In addition it is expected that the Committee members will(a)(b)(c)Visit each of the company’s operations annually (either as a group or individually);Assist in promotion of the agreed HSE culture and values with staff and third partiesas requested;review any stakeholder reporting by the Company of HSE matters (for example theAnnual Report).2.3 In relation to other duties:(a)(b)(c)review this Charter and consider whether any changes are appropriate annually;participate in an annual review of the Committee’s performance and effectiveness;undertake any other duties and activities that the Board may consider appropriate.3. COMPOSITION3.1 The Board determines the membership of the Committee.3.2 The Committee will comprise four members being the members of the Audit Committee andthe Managing Director of Grange Resources Limited.3.3 The Board shall appoint one of the non executive Directors to serve as the Committee’sChairman.3.4 At least one member of the Committee should have a broad understanding of Australianlegislative obligations in relation to occupational health and safety and environment.4. MEETINGS4.1 The Committee will meet at least three times a year, and more frequently as it deemsnecessary. Two of the meetings will be aligned with Board site visits.4.2 Representatives of management shall be invited to attend part or all of any meeting of theCommittee.4.3 The heads of operations are requested to attend all meetings. This includes the(a)(b)Managing Director – Southdown Project Management Pty Ltd; and theChief Operating OfficerGrange Resources Limited - 7 September 2011 Page 2 of 3

HEALTH, SAFETY & ENVIRONMENTCOMMITTEE – CHARTER4.4 Where a matter considered by the Committee is the subject of a conflict of interest for aDirector or Committee member, the relevant minutes and/or papers may be withheld fromthat individual, and they may be requested to withdraw from the meeting during theconsideration of that item.4.5 The Committee may meet with external advisers, any executive or other employee, anyother non-executive Director, and may do so with or without management present.4.6 The Chairman of the Committee will report to the next meeting of the full Board on theproceedings of the Committee meeting, bringing forward all Committee recommendationsrequiring Board approval.4.7 The Secretary will:(a)(b)(c)(d)in conjunction with the Chairman of the Committee and the Managing Director,finalise agendas for and arrange meetings of the Committee so as to ensure timelycoverage of all the Committee’s business;distribute agendas and supporting papers to members of the Committee at leastseven (7) days in advance of the relevant meeting;keep and distribute minutes of each meeting to Committee members; andcirculate copies of the minutes to the remaining Board members upon request.4.8 The quorum for a meeting of the Committee will be a majority of the members and includeat least two non-executive directors.Approved by the Board of Grange Resources Limited on 7 September 2011Grange Resources Limited - 7 September 2011 Page 3 of 3