Board Committees & Charters
Discovery’s Board of Directors is supported by five standing
committees that provide focused oversight across key areas of
governance, risk, sustainability and compensation.
Each committee operates under a formal written charter that defines
its mandate, composition, responsibilities and reporting obligations.
Committees report regularly to the Board, supporting effective
governance and responsible stewardship of the Company. Committee
charters are reviewed on an ongoing basis to ensure alignment with
evolving governance standards and regulatory expectations.
Audit Committee
PURPOSE: Oversees financial reporting, internal
controls, regulatory compliance and the integrity of the Company’s
financial statements.
KEY RESPONSIBILITIES: Review annual and quarterly
financial statements prior to publication. Assess audit processes and
recommend the appointment and compensation of external auditors. Monitor
financial reporting risks and controls. Ensure compliance with legal and
regulatory obligations.
Board Composition
Discovery’s Board believes that diversity, expertise and independence
are essential for effective governance. The majority of directors are
independent, bringing a broad range of skills and perspectives to Board
and committee deliberations.
Compensation Committee
PURPOSE: Advises the Board on compensation strategy for
directors and senior management to attract and retain talent aligned
with strategic objectives.
KEY RESPONSIBILITIES: Recommend compensation policies
and programs for Board members and executives. Review and approve
incentive plans and equity-based compensation. Ensure alignment of pay
practices with performance and shareholder interests.
Health, Safety, Environment & Sustainability Committee
PURPOSE: Supports oversight of environmental, social
and governance (ESG) matters central to long-term value and responsible
operations.
KEY RESPONSIBILITIES: Oversee health, safety and
environmental policies. Monitor sustainability initiatives and
performance. Align sustainability strategy with corporate goals and
disclosures.
Nominating & Corporate Governance Committee
PURPOSE: Guides board composition and corporate
governance practices to maintain effective oversight and ethical
conduct.
KEY RESPONSIBILITIES: Review and recommend updates to
corporate governance policies. Monitor Board composition, performance
and committee structure. Recommend nominees for Board and committee
appointments. Oversee governance disclosure for regulatory filings.
Technical Committee
PURPOSE: Provides technical oversight and guidance to
the Board on Discovery’s exploration and development activities.
KEY RESPONSIBILITIES: Provide oversight and guidance
on the Company’s exploration, development and technical activities.
Review and advise the Board on technical studies, economic assessments,
project schedules and capital budgets. Monitor technical risks and
opportunities associated with current and future projects. Oversee the
integrity and accuracy of technical information and public disclosure,
including reports prepared in accordance with applicable regulatory
standards. Support informed Board decision-making on project
advancement, development strategy and long-term value creation.