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|  Board of Directors The board of directors (the "Board") is primarily responsible for supervising the management of the Company's business and affairs. Its authority is determined by the provisions of the Canada Business Corporations Act and by the Company's By-laws. In addition, the Board's activities are governed by a set of procedural rules which are adopted by the Board. 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 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 financial statements of the Company. The Company's Corporate Secretary, who also acts as external corporate counsel to the Company, attends at all meetings of the Board and most meetings of the Board's Committees. The Board's Chairman, together with the lead director, is responsible for the management, development and effective performance of the Board, for monitoring the Company's development through regular contact with the President and CEO, and for ensuring that the Board regularly receives reports concerning the development of the Company's business and operations, including progress in respect of profits, liquidity and significant contractual matters. Audit Committee The Audit Committee is comprised of three Board members, each of whom is independent of the Company. The Audit Committee, which meets at least five times per year, oversees the Company's accounting and financial reporting processes, systems of internal controls and the audits of the Company's financial statements and reviews the Company's quarterly and annual financial statements. Human Resources/Compensation Committee The Human Resources/Compensation Committee is comprised of three non-executive members of the Board and the Board's Chairman. The Human Resources/Compensation Committee is responsible for administering the Company's executive compensation program, and meets not less than annually to receive information concerning, and to determine matters relating to, executive compensation. Corporate Governance and Nominating Committee This Committee is comprised of four nonexecutive Board members and assists the Board in identifying qualified individuals for Board membership, develops and implements corporate governance guidelines, and reports annually to the Corporation's shareholders on the Corporation's system of corporate governance. Environment, Safety and Health Committee This Committee is comprised of three nonexecutive Board members and assists the Board in the development and implementation of the Corporation's environmental policies and the activities of the Corporation as they relate to the health and safety of the Corporation's employees. Board Committees Audit Committee: Dale Peniuk, Bill Rand and Don Charter. Corporate Governance and Nominating Committee: John H. Craig, Colin K. Benner, Brian Edgar and David Mullen. Human Resources/Compensation Committee: Lukas Lundin, Anthony O'Reilly Jnr, David Mullen and Don Charter. Environment, Safety and Health Committee: Brian Edgar and Anthony O'Reilly Jnr. (and one vacancy) Auditors PricewaterhouseCoopers LLP, Vancouver, B.C., Canada has been Lundin Mining's auditors since November 2006. Exchange Rules The Company is also guided by the Exchange Rules 2003/2004 ("Exchange Rules"), which form an integral part of the Listing Agreement between the Company and the OMX Nordic Exchange. Details regarding the Exchange Rules can be found at www.omx.se. Documents
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