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.