Corporate Governance

Corporate Governance Overview

The Board of Directors of The Metals Company (the "Company") sets high standards for the Company's employees, officers and directors. Implicit in this philosophy is the importance of sound corporate governance. It is the duty of the Board of Directors to serve as a prudent fiduciary for shareholders and to oversee the management of the Company's business. To fulfill its responsibilities and to discharge its duty, the Board of Directors follows the procedures and standards that are set forth in these guidelines. These guidelines are subject to modification from time to time as the Board of Directors deems appropriate in the best interests of the Company or as required by applicable laws and regulations.

Board of Directors

Andrew Hall

Lead Independent Director

Andrew Hall serves as a member of TMC’s board of directors upon the closing of the Business Combination. Mr. Hall is an internationally experienced executive and non-executive in the renewable energy technologies and services sector. Since July 2018, Mr. Hall has served as Managing Director of Saxjo Limited, a renewable energy consultancy company. Previously, Mr. Hall was Group Chief Financial Officer at Siemens Gamesa Renewable Energy SA, one of the largest companies in the wind and renewables industry, from April 2017 to November 2017. From October 2015 to March 2017, Mr. Hall served as Group Chief Financial Officer and Executive Director at Siemens Wind Power GmbH & Co KG, a wind turbine original equipment manufacturer. Prior to that, Mr. Hall held a number of senior positions in other divisions of Siemens AG, including Chief Financial Officer and Board Member at Siemens Holdings plc & Cluster North West Europe in London from 2012 to 2015 and Chief Financial Officer and Board Member at Siemens Ltd & Cluster Africa in Johannesburg from 2008 to 2012. Mr. Hall currently serves on the board of a portfolio of venture capital, private equity and family office-backed companies in the renewable energy sector. Since September 2019, Mr. Hall has been Executive Chair of Star Windco Limited, a company providing wind turbine erection services. Since October 2018, Mr. Hall has been a non-executive director of Time to Act Limited, which specializes in metal coatings for the gas turbine and hydrogen industries. Additionally, Mr. Hall has served as Chair of New Motion Labs Limited, which licenses technology for the manufacture of mechanical drives, since June 2019, and as Senior Independent Director of Hero Future Energies Global Limited, a global renewable energy developer, since February 2019. Previously, Mr. Hall served as a board member A2Sea AS from 2015 to 2017, Voith Hydro GmbH & Co KG from 2015 to 2017 and Mimica Labs from 2014 to 2017. Mr. Hall earned a M.Sc. & B.Sc. from the University of Cape Town and an M.B.A. from the London Business School.

Andrew Hall

Lead Independent Director
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Sheila Khama

Director

Sheila Khama serves as a director of TMC’s board of directors upon the closing of the Business Combination. Ms. Khama is a consultant, policy advisor and former mining industry executive with expertise in corporate governance and sustainable development of minerals, oil and gas resources. Since April 2019, Ms. Khama has been an independent consultant on oil and gas governance and policy reforms for SK Consulting Pty, Ltd. From November 2016 to March 2019, Ms. Khama served as Practice Manager and Coordinator of Donor Relations and Partnerships at The World Bank, where she led an international team of mineral, oil and gas specialists in implementing support programs ranging from policy reforms, technical assistance, research and knowledge dissemination for various countries. From November 2013 to November 2016, Ms. Khama served as Director of the African Natural Resources Center at the African Development Bank in Tunisia, where she led a support program for African governments to improve development outcomes from renewable and non-renewable resources. From 2010 to 2013, Ms. Khama served as Director of the Extractives Advisory Program at the African Center for Economic Transformation, a pan-African think tank based in Ghana. Ms. Khama also previously held a number of senior roles in the private sector, including Chief Executive Officer of De Beers Botswana from 2005 to 2010, Head of Marketing and Communication at the First National Bank of Botswana Ltd from 2002 to 2005, and Group Secretary of the Anglo American Corporation Botswana from 1994 to 2002. Ms. Khama also currently serves as a Non-Executive Director for Tullow Oil plc, a position she has held since June 2019. Ms. Khama received an M.B.A. in General Management from Edinburgh University and a B.A. from the University of Botswana.

Sheila Khama

Director
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Andrew C Greig

Director

Andrew C. Greig is the founder of ACAC Innovation and its Senior Director. He worked for Bechtel Group for 34 years; led its global mining business for 13 years; was managing director for its Australian operations; and was group HR Manager in his last assignment. Andy has worked and lived all over the world and was a Senior Vice President and Director of Bechtel Group, Inc. Managerial positions included: various on-project Manager positions, General Manager (Bechtel Global Pipeline Business Line), Manager of Construction Services (Latin America), Regional Industry Unit General Manager (Mining & Metals, Asia Pacific) and Managing Director of Bechtel Australia.

From 2001 to 2006, Andy served as President of Bechtel’s Mining & Metals global business unit. He then moved to Bechtel’s Oil, Gas & Chemicals business for two years to lead the Brass LNG project in Nigeria as Project Director. He resumed his role as president of Mining & Metals―as well as Managing Director of Bechtel Australia and head of Bechtel’s business throughout Oceania―in 2007. As President of the Mining & Metals, Andy was responsible for strategy, planning, execution and project delivery for the global business unit which peaked at 55,000 personnel across 14 countries and over $5B in annual revenue. Andy was elected as Principal Vice President in 1997 and a Senior Vice President in 2001. He was appointed to Bechtel Group’s Board of Directors in 2011. Andy is a business graduate of Monash University and a Fellow of the Australian Academy of Technology, Science and Engineering. He has a passion for innovation, development and growth of people, and health and safety in the workplace – and in life.

Andrew C Greig

Director
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Committee Composition

Audit Committee Compensation Committee Nominating and Corporate Governance Committee Sustainability & Innovation Committee
Andrew C Greig Compensation Committee
Andrew Hall Audit Committee
Andrei Karkar Compensation Committee Nominating and Corporate Governance Committee
Sheila Khama Audit Committee Compensation Committee Nominating and Corporate Governance Committee Sustainability & Innovation Committee
Christian Madsbjerg Nominating and Corporate Governance Committee Sustainability & Innovation Committee
Kathleen McAllister Audit Committee
Amelia Kinahoi Siamomua Sustainability & Innovation Committee
= Chairperson = Member