LafargeHolcim Ltd. Nomination, Compensation & Governance Committee Charter Review date: July 28, 2015

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Dale Alan Parsons
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1 LafargeHolcim Ltd Nomination, Compensation & Governance Committee Charter Review date: July 28, Purpose 1.1 Mission The Nomination, Compensation & Governance Committee ("NCGC") is an expert committee formally appointed by the Board of Directors ( Board ) of LafargeHolcim Ltd ( Company ). Its mission is to support the Board in the performance of its duties, in particular in the following areas: planning and preparing succession at Board and Executive Committee (ExCo) level; monitoring of developments, planning and preparing with regard to compensation for the Board and the ExCo; planning and preparing targets and performance assessment at Board and ExCo level; monitoring of developments, planning and preparing in all governance related matters; briefing of the Board accordingly, and; informing the Board of the decisions taken by the NCGC Duties nomination Board following duties related to nomination: reviewing of the composition and size of the Board to ensure appropriate expertise, diversity and independence of the Board; succession planning for the Board and for its committees by - based on selection criteria per-determined by the NCGC - making recommendations to the Board for motions to the General Meeting for re-election and election of candidates for Board and NCGC membership; making proposals for the nomination of the Statutory Chairman, the Vice-Chairman, the Co-Chairmen of the Board and of the Chairmen of the Board Committees as well as for Board members and Board Committee member;

2 1.2.2 Duties nomination (cont.) CEO / ExCo Other matters determination of selection criteria for the succession of CEO and ExCo Members; succession planning for the CEO and ExCo Members for recommendation of nominations to the Board; taking notice of the succession planning for the Area Managers; taking notice of the succession planning for the corporate function heads; taking notice of the succession planning of the executive committees of the 10 Group companies with the highest turnover, and; submitting motions to the Board of Directors in other nomination -related issues Duties compensation Board CEO / ExCo Other matters following duties related to compensation: taking notice of the compensation of the Board for the last period; preparing for submission to the Board of the motions to the General Meeting regarding the compensation of the members of the Board for the next period and providing the Board with elements of comparison and benchmarking with market practice; taking notice of the compensation of the CEO and ExCo for the last period; preparing for submission to the Board of the motions to the General Meeting regarding the compensation of the CEO and ExCo for the next period; defining and implementing the rules for the determination of the variable remunaration while taking car to ensue these rules are compatible with the annual evaluation of the ExCo Member s performance assessment and with the mid-term strategy of the Company and the Group; being informed of the remuneration policy concerning the leadership personnel of the Company (other than the ExCo) and of its Group companies and examining the coherence of this policy; reviewing and advising of the board on the information disclosed in the remuneration section of the annual report, and; submitting motions to the Board of Directors in other compensation-related issues.

3 1.2.4 Duties objectives Duties assessment Duties - governance following duties related to objectives and assessment: advise and motion to the Board for the objectives for the current year for the CEO based on a proposal submitted by the Statutory Chairman; advise and motion to the Board for the Group objectives for the current year of the individual ExCo members based on proposal submitted by the CEO, and; advise and motion to the Board for remuneration policy for CEO, ExCo. following duties related to objectives and assessment: in view of forthcoming re-elections: review/performance assessment of the members of the Board by the Chairman of the NCGC, jointly with the Statutory Chairman; assessment of last year s performance of the CEO based on a proposal submitted by the Statutory Chairman; assessment of last year s performance of the individual ExCo members based on proposal submitted by the CEO; preparation of proposal to the Board for the assessment of the Statutory Chairman; conducting of yearly self-assessment of the NCGC in respect of the previous year, and; submission of motions to the Board of Directors in other objectives and assessment-related issues, including assessment of high potentials and talent management. following duties related to governance: dealing with all corporate governance related matters in line with the mandate given to the NCGC as per this NCGC charter; monitoring and assessing of developments and trends in corporate governance to the extent that these do not have an impact on the activities and tasks of the Finance & Audit Committee or of the Strategy & Sustainable Development Committee, including regular review of relevant structures; analyzing of the external perception of corporate governance at the Company; ensuring that the Company s governance rules remain among the best in the market; reviewing proposals to be made to the Board for the amendment of the Articles of Incorporation, the organizational rules, the functions diagram and the committee charter;

4 1.5. Duties governance (cont.) reviewing proposals to be made to the Board to amend the code of conduct, the concept of the policy landscape and the policies and directives approved by the Board; reviewing the criteria for the determination of the independence of directors; giving its prior approval before the CEO and ExCo members accept a board or other significant mandate on the board of a company outside of the Group and submission to the Board for ratification of any such prior approvals given; submission of motions to the Board of Directors in other governance-related issues; reviewing the annual assessment of the functioning and effectiveness of the Board prepared by the Statutory Chairman for submission to the Board and; reviewing and advising of the board on the information disclosed in the corporate governance section of the annual report. 2. Powers 2.1 Collection of information and assistance 2.2 Professional support The NCGC is empowered by the Board to collect all information and assistance from within the Company that is needed to perform the specific tasks and duties imposed upon it by this NCGC Charter. The NCGC is authorised by the Board to obtain subject-specific professional consultancy services from third parties. 3. Composition 3.1 Qualification requirements The NCGC consists of at least four members of the Board with the following qualification requirements: all members of the NCGC shall be independent based on Appendix 1 to the Swiss Code of Best Practice for Corporate Governance; all members of the NCGC shall have basic knowledge in the field of succession planning, assessment, nomination and remuneration of members of the Board and executives, and; all members of the NCGC shall have basic knowledge in the field of Corporate Governance. 3.2 Chairman The NCGC constitutes itself and elects its Chairman from among its members who has no casting vote in case of a tie.

5 3.3 Election The members of the NCGC are elected individually by the General Meeting for a term of office until completion of the next General Meeting and may be re-elected. If there are vacancies on the NCGC, the Board may appoint the missing members from among its members for the remaining term of office. 3.4 Minute taking The minutes are generally taken by the Secretary of the Board or, on a case by case basis, by a member of the NCGC. 4. Meetings 4.1 General The NCGC shall hold an ordinary meeting at least three times a year. The Statutory Chairman (unless he is a member of the NCGC) and the Group CEO shall attend the meetings upon invitation by the Chairman of the NCGC from time to time. At the discretion of the Chairman of the NCGC, the ExCo Members, other executive bodies within the Group or third parties may be invited to attend the meetings. 4.2 Minutes The NCGC shall report to the Board and shall submit the NCGC minutes to the members of the Board for their information and as a basis for the adoption of resolutions. 4.3 Compensation The Board shall determine the compensation of the Chairman and members of the NCGC. 5. Standard Agenda Items and timing through the year The Standard Agenda Items to be dealt with by the NCGC and the timing through the year for the NCGC treating these Standard Agenda Items are set out in Attachment 1 to this NCGC Charter. signed by P. Desmarais, Jr. The Chairman of the Nomination, Compensation & Governance Committee signed by W. Reitzle The Chairman of the Board of Directors Date: July 28, 2015

6 Attachment 1 to the Nomination, Compensation & Governance Committee Charter Standard agenda items and timing through the year Beginning of the year: General - Performance assessment of the NCGC in respect of the previous year Assessment, Nomination & Compensation General - Review and advising of the board on the information disclosed in the remuneration section of the annual report Board and Committees - Preparation of proposal to the Board for the assessment of the Statutory Chairman - In view of forthcoming re-elections: review/performance assessment of the members of the Board by the Chairman of the NCGC, jointly with the Statutory Chairman - Definition of proposals to the Board of motions to the General Meeting for re-election and election of candidates for Statutory Chairman, Board and NCGC membership - Making proposals for the nomination of the Vice-Chairman, the Co- Chairmen of the Board and of the Chairmen of the Committees as well as for Board members and Committee members - Taking notice of the compensation of the Board for the last period - Preparing for submission to the Board of the motions to the General Meeting regarding the compensation of the members of the Board for the next period Management - Definition and approval of the objectives for the current year for the CEO based on a proposal submitted by the Statutory Chairman - Assessment of last year s performance of the CEO based on a proposal submitted by the Statutory Chairman

7 - Approval of the Group objectives for current year of the individual ExCo members based on proposal submitted by the CEO - Assessment of last year s performance of the individual ExCo members based on proposal submitted by the CEO - Taking notice of the compensation for the current year of the ExCo - Preparing for submission to the Board of the motions to the General Meeting regarding the compensation of the members of the ExCo for the next period Corporate Governance - Consideration of developments in corporate governance to the extent that these do not have an impact on the activities and tasks of the Finance & Audit Committee or of the Strategy & Sustainable Development Committee, including regular review of relevant structures - Review and advise to the board on the information disclosed in the corporate governance section of the annual report - Preparing for submission to the Board the motions to the General Meeting of other related to items within the scope of the NCGC s missions Middle of the year: Assessment, Nomination & Compensation Board and Committees - Definition of selection criteria for Board membership candidates and regular review thereof - Proposal of candidates for the succession planning of the Board, Statutory Chairman, Vice-Chairman, Co-Chairman (including Independent Lead Director if necessary) and Chairmen and members its Committees, and of the Secretary to the Board - Maintaining and regularly amending a confidential list of potential Board membership candidates - Annual review and confirmation that the members of the Board and of the NCGC satisfy the requirements in respect of independence

8 Management - Assessment and proposal of candidates who are appointed by the Board as: CEO and on the basis of a proposal from the CEO as: Deputy CEO or ExCo members - Maintaining and regularly amending a confidential list of potential candidates as CEO and as ExCo members - Regular consideration of the criteria and succession plans for appointment regarding CEO and as ExCo members - Taking notice of the succession planning for the Area Managers - Taking notice of the succession planning for the corporate function heads - Taking notice of the succession planning of the executive committees of the 10 Group companies with the highest turnover Corporate Governance - Consideration of developments in corporate governance to the extent that these do not have an impact on the activities and tasks of the Finance & Audit Committee or of the Strategy & Sustainable Development Committee, including regular review of relevant structures Autumn: General - Review and amendment of the NCGC Charter - Preparation of a NCGC annual working plan for the coming year Assessment, Nomination & Compensation - Proposal for a compensation policy and for financial compensation of the Board and its committees - Review and definition of the compensation package (including retirement regulation) and conditions of appointment for: the CEO and based on a proposal from the CEO for: the individual ExCo members

9 Corporate Governance - Review of the composition and size of the Board to ensure appropriate expertise, diversity and independence of the Board - Consideration of developments in corporate governance to the extent that these do not have an impact on the activities and tasks of the Finance & Audit Committee or of the Strategy & Sustainable Development Committee, including regular review of relevant structures - Ensuring that the Company s governance rules remain among the best in the market - Analysis of the external perception of corporate governance at the Company - Review of proposals to be made to the Board for the amendment of the Articles of Incorporation, the organizational rules, the functions diagram, the committee charter - Review of proposals to be made to the Board to amend the code of conduct and for the concept of the policy landscape

ANGLOGOLD ASHANTI LIMITED Reg No: 1944/017354/06 BOARD CHARTER

ANGLOGOLD ASHANTI LIMITED Reg No: 1944/017354/06 BOARD CHARTER APPROVED BY THE BOARD OF DIRECTORS ON 16 FEBRUARY 2018 1. INTRODUCTION The board of directors of AngloGold Ashanti Limited ( the Company )