2004 Committee Charter : PDG

The Safety and Sustainability Committee (the "Committee") is a standing committee appointed by the Board. The Committee is responsible for the Board's oversight responsibilities relating to the management of health, safety, and sustainability. In addition, the Committee is responsible for reviewing and recommending to the Board for approval the Company's Health & Safety Charter and Sustainability Policy.

Procedures, Powers And Duties

In addition to the procedures and powers set out in the resolution of the Board establishing this Committee, the Committee shall have the following procedures, powers and duties:

1. General

(a) Composition - A majority of members of the Committee shall be both an "unrelated" director and "independent" director (as such terms are defined from time to time under the requirements or guidelines for board committee service under applicable securities laws and the rules of any stock exchange on which the Company's securities are listed for trading).

(b) Separate Executive Meetings - The Committee shall meet at least four times every year, and more often as warranted, with the Chief Executive Officer and the head of the safety and sustainability department. However, the Committee may also meet periodically without management present.

(c) Professional Assistance - The Committee may retain special legal or other consultants to advise the Committee at the Company's expense including sole authority to retain and to approve any such firm's fees and other retention terms.

(d) Reporting to the Board - The Committee will report through the Committee Chair to the Board following meetings of the Committee on matters considered by the Committee.

Responsibilities

With respect to the Company Health & Safety Charter and the Sustainability Policy (the "Policies"), the Committee shall:

1. Review the Policies annually to ensure that they continue to adequately reflect:

(a) with regard to the Sustainability Policy, the Company's commitment to environmental stewardship, public responsibility, social progress and economic growth; and

(b) with regard to the Health & Safety Charter, the Company's commitment to the health and safety of workers at its sites;

taking into account, among other things, stakeholder expectations, legislative changes and industry standards.

2. Upon completion of the review of the Policies, report to the Board and, where appropriate, make recommendations to the Board.

3. Promptly review reports prepared by management with respect to any extraordinary event or condition involving significant environmental damage, significant risk to public health or safety, major public controversy, material liability, or the potential therefor. Consider the recommendations of management in the reports, assess proposed action plans, report to the Board and, where appropriate, make recommendations to the Board.

4. Review quarterly, reports prepared by management with respect to the following:

(a) issues, concerns and developments related to the Policies, reasonably expected to have a material impact on the Company's operations or major projects, including, without limitation, environmental stewardship, occupational health and safety, and social issues;

(b) emerging public or legal issues in the areas covered by the Policies, reasonably expected to have a material impact on the Company's business;

(c) performance under and compliance with applicable laws providing for the protection of the environment, employees and the public, and the status of any investigations or legal proceedings, of a material nature;

(d) to the extent material to the Company, assessments completed and action plans developed pursuant to the environmental performance assessment program; and

(e) to the extent material to the Company, findings of any internal or external assessment conducted on the occupational health and safety management systems of the Company.

Consider the recommendations of management in the reports, assess proposed action plans, report to the Board and, where appropriate, make recommendations to the Board.

5. Review annually, reports prepared by management with respect to the following:

(a) key developments under the Policies which occurred during the year, including progress made and the evolution of significant issues in the areas of best practices and continuous improvement;

(b) the annual strategic plan for furtherance of objectives under the Policies, including improvements to the environmental and occupational health and safety management systems of the Company;

(c) long term financial commitments for mine closure including reclamation, employee severance and post-closure social costs and the adequacy of financial provisions in the Company's accounts;

(d) the performance of the sustainability management systems of the Company, including the environmental and occupational health and safety management systems; and

(e) plans for the conduct of environmental performance assessments, including the key issues to be addressed, for the coming year.

Consider the recommendations of management in the reports, assess proposed action plans, report to the Board and, where appropriate, make recommendations to the Board.

6. If any management report reviewed by the Committee contains issues of major concern, or material non-compliance, the Committee shall assess the adequacy of the Company's response to such situations, make recommendations to the Board where appropriate, and require management to prepare follow-up reports to the Committee to ensure that the issues have been properly addressed or resolved.

7. Review with management, either on a quarterly or as needed basis, key issues or major concerns arising under the Policies associated with projects, acquisitions or dispositions which require Board approval by virtue of the value of the transaction or the potential for major liability. Consider the recommendations of management, assess proposed action plans, report to the Board and, where appropriate, make recommendations to the Board.

8. Review the proposed disclosure regarding sustainability matters in all material documents to be made public. Report to the Board and, where appropriate, make recommendations to the Board.

9. With regard to emerging public and legal issues in the areas covered by the Policies, take steps to ensure (including, where appropriate, making recommendations to the Board) that those issues which may affect the Company's business are recognized in future planning activities.

10. Review with management the Company's record of performance on health and safety and sustainability matters, along with any proposed actions based on the record of performance.

This Charter

The Committee shall review and reassess the adequacy of this Charter at least annually and otherwise as it deems appropriate and recommend changes to the Board. Each year the Committee shall review its performance with reference to this Charter.

The Committee shall ensure that this Charter is disclosed on the Company's website and that this Charter or a summary of it which has been approved by the Committee is disclosed in accordance with all applicable securities laws or regulatory requirements in the annual proxy circular or annual report of the Company.

Dated December 2003