Teck Resources Ltd 6-K, filed Mar 26, 2024

Teck Resources Ltd (TECK)

6-K 2024-03-26 For: 2024-03-25

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Added on April 04, 2026

About this 6-K

Teck Resources Ltd filed this 6-K on March 26, 2024.

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Exhibit Number		Description

99.1		Notice of Meeting and 2024 Management Proxy Circular

	Teck Resources Limited
	(Registrant)


Date: March 25, 2024	By:	/s/ Amanda R. Robinson
		Amanda R. Robinson
		Corporate Secretary

“Sheila A. Murray”		“Jonathan H. Price”

Sheila A. Murray		Jonathan H. Price
Chair of the Board		President and Chief Executive Officer

		Pg.			Pg.			Pg.
ü	Annual individual election of directors with majority voting	8	ü	Board Diversity Policy with a target of no one gender comprising >70% of the Board	28	ü	Mandatory minimum share ownership for directors	16
ü	Independent Chair	22	ü	30% female directors, 10% directors who are members of a visible minority, and 10% directors who are persons with a disability	8	ü	No options granted to non-executive directors	15
ü	Committees are 100% independent directors	22	ü		8	ü	No options granted to non-executive directors	15
ü	In camera sessions at each Board and committee meeting	22	ü	Annual Board, Chair, committee, and director evaluations	23	ü	Independent director term limit	22
ü	Written Code of Ethics	24	ü	Board education and orientation program	29	ü	Average director tenure of 6.2 years	8
ü	Robust whistleblower practices	24	ü	Robust anti-bribery and corruption compliance program	24	ü	Director Overboarding Policy	24
ü	No board interlocks	24	ü	Refreshed enterprise risk management program	25

		Pg.			Pg.			Pg.
ü	Annual Say on Pay vote and disclosure of detailed results by class	1	ü	Disciplined annual incentive plan rewards underlying business performance	39	ü	Annual incentive payments capped at 2x target	40
ü	Significant contingent pay, with 85% of CEO and 77% of other NEO compensation at-risk in 2023	39	ü	Compensation benchmarked against a size appropriate North American industry peer group	35	ü	Double-trigger severance and equity vesting on change of control	48
ü	Emphasis on equity-linked long-term incentives, including 50% performance-contingent share units	41	ü	Incentive compensation tied to strategic and business objectives	39	ü	Mandatory minimum share ownership for executives	35
ü	Compensation programs designed to mitigate undue risk-taking	34	ü	Compensation targets the market median	33	ü	Anti-hedging policy	25
ü	Annual compensation risk assessment	34	ü	Independent compensation consultant to the Board	34	ü	No option re-pricing	A1
						ü	Updated robust clawback policy	35

INFORMATION ABOUT THE BUSINESS OF THE MEETING	1	INFORMATION ABOUT CORPORATE GOVERNANCE	17
Receipt of Financial Statements	1	Committee Reports	17
Election of Directors	1	Governance Highlights	22
Appointment of Auditor	1	Independence Determination	25
Advisory Resolution on Executive Compensation	1	Risk Oversight	25
GENERAL INFORMATION	3	Dual-Class Share Structure	26
Solicitation Of Proxies	3	Board Renewal	27
Quorum	3	Directors’ Skills and Experience	27
Voting Shares and Principal Holders of Voting Shares	3	Equity, Diversity, and Inclusion	28
Shareholder Proposals	3	Management Succession Planning	29
INFORMATION ABOUT VOTING	4	Orientation and Continuing Education of Directors	29
Who Can Vote	4	Shareholder Engagement	30
Matters to be Voted On	4	INFORMATION ABOUT SUSTAINABILITY	31
How to Vote	4	INFORMATION ABOUT EXECUTIVE COMPENSATION	32
Information about Proxy Voting	5	Compensation Discussion and Analysis	32
Notice to Shareholders in the United States	5	Performance Highlights for 2023	32
Forward-Looking Statements	6	Summary of 2023 Compensation Outcomes	32
Use of Non-GAAP Financial Measures and Ratios	7	Compensation Risk	34
Questions and Answers About the meeting	7	Share Ownership Guidelines	35
INFORMATION ABOUT THE DIRECTORS	8	Analysis of 2023 Compensation Results	42
Information about the Director Nominees	8	Summary of Total Compensation for NEOs	45
Director Profiles	8	Securities Authorized for Issuance Under Equity Compensation Plans	50
Shareholdings of Director Nominees	13	OTHER INFORMATION	51
INFORMATION ABOUT DIRECTOR COMPENSATION	14	Interest of Informed Persons in Material Transactions	51
Determining Director Compensation	14	Availability of Documents	51
Compensation Components	14
Directors’ Total Compensation	15	APPENDICES
Mandatory Shareholdings for Directors	16	EQUITY INCENTIVE PLANS	A-1
		BOARD MANDATE	B-1


	Year Ended 2023 ($000)	Year Ended 2022 ($000)
Audit Services⁽¹⁾	6,760	5,817
Audit-Related Services⁽²⁾	2,243	1,101
Tax Fees⁽³⁾	82	264
All Other Fees⁽⁴⁾	1,454	686

Year	Percentage of overall votes in favour	Percentage of Class B Subordinate Voting Shares voted in favour
2023	98.10%	95.22%
2022	95.04%	94.51%
2021	80.20%	51.87%

Class	Number	Percentage of Aggregate Votes
Class A Shares	7,624,532	59.9%
Class B Subordinate Voting Shares	510,531,448	40.1%

Name of Shareholder	Class A Number	Class A Votes (%)	Class B Number	Class B Votes (%)	Aggregate Votes (%)
Temagami Mining Company Limited⁽¹⁾	4,300,000	56.4%	3,406,000	0.7%	34.0%
SMM Resources Incorporated	1,469,000	19.3%	1,381,704	0.3%	11.6%

Registered Shareholders		Non-registered (Beneficial) Shareholders
You hold your shares directly in your own name with our transfer agent, TSX Trust Company. A form of proxy is included with your Meeting materials. The deadline for depositing proxies is April 23, 2024 at 12:00 p.m. (Pacific Time) (the “Proxy Deadline”).		Your shares are held through a broker, trustee, financial institution, custodian, or other intermediary. Your intermediary has sent you a voting instruction form (“VIF”).
Attending the Meeting		Attending the Meeting
In person: • do not complete a proxy • attend the Meeting and register with TSX Trust Company Virtually: • attend the Meeting at https://virtual-meetings.tsxtrust.com/1592 • log in as a shareholder using the control number located on your proxy form and the passcode “teck2024” (case sensitive)		• follow the instructions on the voting instruction form to appoint yourself as proxyholder to attend the Meeting by writing your name in the space provided, signing and returning the VIF In person: • attend the Meeting and register with TSX Trust Company Virtually: • obtain a control number at: https://www.tsxtrust.com/control-number-request or by telephone TSX Trust Company at 1-866-751-6315 (within North America) or 416-682-3860 (outside North America) by 12:00 p.m. (Pacific Time) on April 23, 2024 • attend the Meeting at: https://virtual-meetings.tsxtrust.com/1592 • log in using the control number you obtained at the link above and the passcode “teck2024”
Not Attending the Meeting		Not Attending the Meeting
Return your completed, signed, and dated proxy in one of the following ways: • vote by internet: www.meeting-vote.com • vote by telephone: 1-888-489-5760 (English only) or 1- 888-489-7352 (Bilingual) • mail to: TSX Trust Company Proxy Dept., PO Box 721, Agincourt, ON M1S 0A1 • scan and email to: proxyvote@tmx.com See the instructions on the proxy for more details.		Submit your voting instructions by completing and returning the VIF in accordance with the directions on the VIF in advance of the deadline indicated on the VIF: • vote by internet: www.proxyvote.com • vote by telephone: Canadian Non-Registered Shareholders call: 1-800-474-7493 (English), 1-800-474-7501; U.S. Non-Registered Shareholders call: 1-800-454-8683 • mail to: Data Processing Centre, PO Box 3700, STN, Industrial Park, Markham, ON L3R 9Z9 See the instructions on the VIF or contact your intermediary.
Revoking your Proxy		Revoking your Voting Instructions
You can revoke your proxy by: • completing and returning a new proxy before the Proxy Deadline with a later date; • sending a notice in writing to our Corporate Secretary before the Proxy Deadline; • providing a written notice to the Chair of the Meeting at the Meeting; or • any other manner permitted by law.		Contact your intermediary for instructions on how to revoke voting instructions previously submitted. Be sure to contact your intermediary well in advance of the Proxy Deadline.

Directorships:	Meetings Attended:
None	Board	11 of 11	100%
	Committee Meetings Attended:
2023 Voting Results:	Audit	3 of 3	100%
For: 99.1%	Safety & Sustainability	3 of 3	100%
Withheld: 0.9%	Technical	3 of 3	100%

Directorships:	Meetings Attended:
Compass Minerals	Board	17 of 17	100%
International Inc.	Committee Meetings Attended:
	Compensation & Talent (Chair)	5 of 5	100%
2023 Voting Results:	Corporate Governance & Nominating	4 of 4	100%
For: 98.0%	Technical	5 of 5	100%
Withheld: 2.0%	Special Committee	28 of 28	100%

2023 Voting Results:	Meetings Attended:
For: 98.7%	Board	17 of 17	100%
Withheld: 1.3%

2023 Voting Results: N/A	Meetings Attended:
For: 98.8%	Board	17 of 17	100%
Withheld: 1.2%	Special Committee (Chair)	28 of 28	100%

Bank of Nova Scotia	Meetings Attended:
TC Energy Corporation	Board	17 of 17	100%
	Committee Meetings Attended:
2023 Voting Results:	Audit (Chair)	7 of 7	100%
For: 98.6%	Compensation & Talent	5 of 5	100%
Withheld: 1.4%	Special Committee	28 of 28	100%

2023 Voting Results:	Meetings Attended:
For: 99.2%	Board	17 of 17	100%
Withheld: 0.8%

Other Public Company	Meetings Attended:
Directorships:	Board	17 of 17	100%
N/A	Committee Meetings Attended:
	Corporate Governance & Nominating	4 of 4	100%
2023 Voting Results: N/A	Safety & Sustainability	5 of 5	100%
For: 97.7%	Technical	5 of 5	100%
Withheld: 2.3%	Special Committee	28 of 28	100%

Arizona Sonoran Copper	Meetings Attended:
Company	Board	17 of 17	100%
	Committee Meetings Attended:
2023 Voting Results: N/A	Corporate Governance & Nominating (Chair)	4 of 4	100%
For: 98.2%	Safety & Sustainability	5 of 5	100%
Withheld: 1.9%	Special Committee	28 of 28	100%

As at March 4, 2024:	All Directors
Total Class A Shares	0
Aggregate value of Class A Shares	$0
Total Class B Subordinate Voting Shares	81,102
Aggregate value of Class B Subordinate Voting Shares⁽¹⁾	$4,542,523

Component		Fee
Cash Retainer
Chair		$250,000
Vice Chair		$175,000
Non-executive Director (excluding Chair and Vice Chair)		$110,000
Committee Chair – Audit⁽¹⁾		$20,000
Committee Chair – Compensation⁽¹⁾		$14,000
Other Committee Chair⁽¹⁾		$8,000
Committee Member		$10,000
Share-Based Retainer
Non-executive Director		$155,000
Chair		$275,000
Vice Chair		$165,000
Additional Fees
Travel Fee⁽²⁾		$1,000
Special Committee Meeting Fee⁽³⁾		$1,000

Name	Fees Earned in Cash ($)⁽¹⁾	Share-based Retainer ($)⁽²⁾	All Other Compensation ($)⁽³⁾	Total ($)
M.M. Ashar⁽⁴⁾	45,326	-	121,633	166,959
A.J. Balhuizen	97,926	154,972	1,046	253,944
Q. Chong⁽⁴⁾	35,357	-	-	35,357
E.C. Dowling	190,000	154,972	89,553	434,525
N.B. Keevil, III	180,000	164,942	72,515	417,457
T.L. McVicar	156,371	154,972	93,948	405,292
S.A. Murray	319,000	274,963	80,970	674,932
U.M. Power	181,922	154,972	61,418	398,312
Y. Sagawa⁽⁴⁾	123,899	154,972	2,403	281,274
P.G. Schiodtz	136,841	154,972	4,828	296,642
T.R. Snider	179,923	154,972	94,504	429,400
S.A. Strunk	173,877	154,972	6,520	335,369
M. Tani⁽⁴⁾	38,535	-	4,617	43,152

	Outstanding Share-Based Awards
Name	No. of Shares or units of shares that have not vested (#)^{(1) (2)}	Market or Payout Value of share-based awards that have not vested ($)^{(1) (2) (3)}	Market or Payout Value of vested share-based awards not paid out or distributed($)^{(2) (3) (4)}
M.M. Ashar⁽⁵⁾	-	-	5,403,901
A.J. Balhuizen	-	-	245,828
Q. Chong⁽⁵⁾	-	-	-
E.C. Dowling	-	-	5,331,928
N.B. Keevil, III	-	-	4,315,066
T.L. McVicar	-	-	5,748,306
S.A. Murray	-	-	4,719,739
U.M. Power	-	-	3,884,574
Y. Sagawa⁽⁵⁾	-	-	363,057
P.G. Schiodtz	-	-	478,213
T.R. Snider	-	-	5,573,667
S.A. Strunk	-	-	655,877
M. Tani⁽⁵⁾	-	-	-

	Value Vested During The Year ($)⁽¹⁾
		DSUs ($)⁽²⁾⁽³⁾
Name	RSUs ($)	Granted in Lieu of Fees Earned in Cash	Share-Based Retainer	Total ($)
M.M. Ashar⁽⁴⁾	-	165,959	-	165,959
A.J. Balhuizen	-	98,972	154,972	253,944
Q. Chong⁽⁴⁾	-	-	-	-
E.C. Dowling	-	89,553	154,972	244,525
N.B. Keevil, III	-	72,515	164,942	237,457
T.L. McVicar	-	250,319	154,972	405,292
S.A. Murray	-	80,970	274,963	355,932
U.M. Power	-	243,340	154,972	398,312
Y. Sagawa⁽⁴⁾	-	126,302	154,972	281,274
P.G. Schiodtz	-	71,669	154,972	226,642
T.R. Snider	-	270,428	154,972	425,400
S.A. Strunk	-	180,397	154,972	335,369
M. Tani⁽⁴⁾	-	43,152	-	43,152

Name	Director Since	As At	Shares (#)⁽¹⁾		Share Units Held (#)⁽²⁾		Total Shares and Share Units Held (#)	Total At-Risk Value of Shares and Share Units ($)⁽³⁾	Value of Shares and Share Units Required to Meet Requirements ($)
Name	Director Since	As At	Class A	Class B	Teck RSUs	Teck DSUs	Total Shares and Share Units Held (#)	Total At-Risk Value of Shares and Share Units ($)⁽³⁾
A. Balhuizen⁽⁴⁾	2023	2023	-	5,000	-	4,389	9,389	525,878	795,000
A. Balhuizen⁽⁴⁾	2023	2022	-	-	-	-	-		795,000
E.C. Dowling	2012	2023	-	9,600	-	95,196	104,796	5,869,624	795,000
E.C. Dowling	2012	2022	-	9,600	-	90,885	100,485	5,628,165	795,000
N.B. Keevil, III	1997	2023	-	11,000	-	77,041	88,041	4,931,176	1,020,000
N.B. Keevil, III	1997	2022	-	10,000	-	72,890	83,890	4,698,679	1,020,000
S.A. Murray	2018	2023	-	10,000	-	84,266	94,266	6,308,406	1,575,000
S.A. Murray	2018	2022	-	7,860	-	78,159	86,019	4,817,924	1,575,000
U.M. Power	2017	2023	-	11,454	-	69,355	80,809	5,361,277	795,000
U.M. Power	2017	2022	-	11,454	-	62,223	73,677	4,126,649	795,000
P.G. Schiodtz⁽⁴⁾	2022	2023		16,298	-	8,538	24,836	1,391,064	795,000
P.G. Schiodtz⁽⁴⁾	2022	2022	-	16,298	-	4,613	20,911	1,171,225	795,000
T.R. Snider	2022	2023		13,150	-	99,512	112,662	6,310,199	795,000
T.R. Snider	2022	2022	-	13,150	-	91,860	105,010	5,881,610	795,000
S.A. Strunk⁽⁴⁾	2015	2023	-	4,600	-	11,710	16,310	913,523	795,000
S.A. Strunk⁽⁴⁾	2015	2022	-	1,000	-	5,779	6,779	379,692	795,000
Y. Yamato⁽⁴⁾	n/a	2023	-	-	-	-	-	-	795,000
Y. Yamato⁽⁴⁾	n/a	2022	-	-	-	-	-	-	-

Report of the Audit Committee
Members	Power (Chair), Balhuizen, McVicar and Schiodtz
Members’ Qualifications	All of the members of the Committee are financially literate, at least two Committee members qualify as audit committee financial experts under the Sarbanes Oxley Act of 2002 (“SOX”), and all of the members meet additional independence standards for audit committees under applicable laws and stock exchange rules. Each member has significant experience relevant to Committee responsibilities, either through audit committee or other executive experience with other companies. Please see their biographies beginning on page 8 for further details.
Meetings in 2023	The Committee met seven times. It has approved this report and is satisfied that it has carried out all of its responsibilities required under its charter.
Key Responsibilities	• provide an open avenue of communication between management, the external auditor, the internal auditor, and the Board
	• assist the Board in oversight of:
	• integrity, adequacy, and timeliness of financial reporting and disclosure practices
	• processes for identifying the principal financial reporting risks and reviewing internal control systems
	• compliance with legal and regulatory requirements related to financial reporting
	• accounting principles, policies, and procedures used by management to determine significant estimates
	• anti-fraud programs and controls, including identification of fraud risks and implementation of anti-fraud measures
	• whistleblower mechanisms
	• engagement, independence and performance of the external auditor
	• internal audit mandate and planning, including SOX compliance audits
	• assist the Board in oversight of the management and governance of Teck’s pension plans
	• assist the Board in oversight of the management and governance of Teck’s cybersecurity programs
Key Activities in 2023	• reviewed with management and the external auditor and recommended to the Board for approval the annual financial statements and reviewed with management and the external auditor and approved the interim financial statements, along with the related management’s discussion and analysis and other disclosure documents
	• obtained assurances from management and the external auditor regarding compliance with legal and regulatory requirements related to financial reporting

	• reviewed the adequacy of the system for employees to confidentially and anonymously report questionable accounting, auditing, financial reporting, and disclosure practices
	• related to the proposed coal separation transaction and coal business sale transactions, reviewed the financial reporting considerations, accounting treatment, disclosure requirements, bonding considerations, pension matters, and potential impact of those transactions on Teck’s credit ratings, liquidity and financial condition
	• reviewed with management the QB2 project budget and capital expenditure forecast, and related governance processes
	With respect to the External Auditor:
	• reviewed the overall audit scope, plans, and results and all matters pertaining to professional auditing guidelines and standards in Canada and the United States
	• received written disclosures from the external auditor as recommended by the Chartered Professional Accountants of Canada
	• reviewed the independence of the external auditor, including a review of non-audit services and receipt of written assurance of independence from the external auditor
	• required prior approval of all non-audit services provided by the external auditor
	• approved the fees payable to the external auditor
	• reviewed the overall performance of the external auditor
	With respect to Financial Controls:
	• continued its oversight of the Financial Controls Program (“FCP”) to ensure compliance with SOX and applicable Canadian rules on internal controls over financial reporting
	• received the external auditor’s report on and attestation to management’s certification of the FCP
	• reviewed the process for the CEO and CFO certifications required by applicable securities regulations with respect to Teck’s financial statements, disclosures and internal controls, including any significant changes or deficiencies in such controls
	With respect to the internal audit group:
	• reviewed the independence of the internal audit group, including the performance of the Vice President, Assurance and Advisory
	• reviewed and approved the mandate, resources, annual budget and audit plan of the internal audit group and the results of internal audits completed during the year
	With respect to Pension Matters:
	• reviewed the design of and coverage under the pension plans
	• reviewed and approved changes to the pension funding policy for the defined benefit plans and the level of contributions to the defined contribution plans
	• monitored the authority delegated to management’s Executive Pension Committee to administer each pension plan in accordance with applicable law and the terms of the relevant plan
	• reviewed compliance with applicable minimum funding requirements and the policies and procedures in place in respect thereof, including reviewing actuarial reports
	• reviewed and monitored investment of pension fund assets for defined benefit plans, including the policies and procedures in place in respect of investment policies and goals and overall governance
	• reviewed and monitored the sufficiency and appropriateness of the investment choices available under defined contribution plans and the communication and educational materials provided to plan members
	• reviewed and monitored the performance of investment managers, including the process established for selection, retention, or replacement of investment managers and advisors
	With respect to other matters:
	• received regular reports on significant litigation matters, reports made through Teck’s whistleblower reporting mechanisms, and resulting investigation processes and results
	• met regularly alone and also with the each of the CFO, external auditor, and lead internal auditor separately and without management present
	• received presentations on cybersecurity and Teck’s digital systems, including information on top cybersecurity threats, risk management activities, vendor and supply chain monitoring, and internal training and awareness programs
	• reviewed treasury matters on a quarterly basis, including liquidity, leverage metrics, financial assurance capacity, and capital allocation considerations
	• completed the annual review of and approved changes to the Committee’s charter providing for the Committee’s review of succession planning for key finance leadership roles
	• received a presentation on taxation matters relevant to Teck and reviewed and recommended to the Board an updated tax policy
	• reviewed Teck’s requirements to post bonds to secure reclamation obligations and approved an increase in Teck’s bilateral credit facilities required to support those obligations
	• reviewed succession plans in place for key finance leadership roles and talent development plans

		Report of the Compensation & Talent Committee
Members	Dowling (Chair), McVicar, and Power
Members’ Qualifications	Each member has significant experience relevant to Committee responsibilities, through compensation committee and/or other executive experience with other companies. Please see their biographies beginning on page 8 for further details.
Meetings in 2023	The Committee met five times. It has approved this report and is satisfied that it has carried out all of its responsibilities required under its charter.
Key Responsibilities	• assist the Board in carrying out its responsibility for developing policies on and reviewing and approving executive and Board compensation and other broadly applicable compensation and benefit programs
	• oversee material compensation plans with respect to risk management principles
	• assist the Board in oversight of succession planning, talent management, and executive development programs
Key Activities in 2023	• reviewed and recommended to the Board for approval:
	• annual incentive plan performance ratings for business units and functional groups for 2022 and 2023 annual incentive plan performance targets
	• the CEO’s 2022 performance evaluation, based on the Board’s assessment of the CEO’s performance against established annual objectives • the CEO’s 2023 compensation, including adjustments to base salary, annual incentive target, and long-term incentive grants
	• the recommendations of the CEO regarding 2023 annual objectives and compensation for other senior executives, including evaluation of performance relative to annual objectives and adjustments to base salaries, annual incentives, and long-term incentive grants
	• a new Respectful Workplace Policy
	• a new NYSE compliant “clawback” compensation reimbursement policy
	• non-executive director compensation and equity grants
	• compensation and appointments of executives appointed during the year
	• the appropriate peer group of companies against which to assess the competitiveness of Teck’s executive and director compensation policies and plans
	• the appropriate peer group of companies against which to assess the relative total shareholder return performance metric of the PSU and PDSU plans
	• reviewed executive and director compensation disclosure in the annual proxy circular, to ensure it reflected the decisions and rationale of the Committee and the Board
	• performed functions assigned to it under the equity compensation plans, including evaluating and recommending to the Board for approval equity grants for directors, executives, and employees
	• reviewed the shareholdings of the senior executive team and directors relative to the mandatory minimum shareholding requirements established
	• reviewed material compensation programs to confirm alignment with risk management principles and that there is no encouragement of inappropriate or excessive risk taking
	• reviewed the Committee’s role in oversight of incidents involving gender-based violence and mechanisms for reporting, response and investigation of such matters, under the Respectful Workplace Policy
	• reviewed and provided feedback on proposed changes to Teck’s Bonus Plan Policy and long-term incentive compensation mix for executives
	• received reports on the following:
	• succession planning and executive recruitment with respect to the CEO and other senior executive team members
	• executive development and employee talent management programs
	• human resources strategic objectives and progress against previous goals
	• benchmarking surveys of Teck’s executive compensation, provided by Mercer, and director compensation programs relative to peer company practices, provided by Meridian
	• an independent compensation risk assessment for directors and executives, conducted by Meridian
	• Teck’s seventh annual Gender Pay Equity, Diversity, and Inclusion Review
	• executive compensation market trends and developments, provided by Meridian, including discussion of clawback policies, share ownership guidelines, post-employment hold periods, incorporation of environmental, social and governance metrics, and pay mix trends
	• with respect to the proposed separation transaction and Coal Sale transaction, reviewed potential workforce and compensation impacts, including proposed organizational designs and executive roles and compensation, treatment of long-term incentive awards and a revised peer group
	• completed the annual review of the Committee’s charter and work plan and the annual performance review for the Committee’s independent compensation consultant

Report of the Corporate Governance & Nominating Committee
Members	Strunk (Chair), Dowling, and Snider
Members’ Qualifications	Each member of the Committee is knowledgeable regarding corporate governance and has substantial and diverse board experience relevant to the Committee’s responsibilities. Please see their biographies beginning on page 8 for further details.

Meetings in 2023	The Committee met four times. It has approved this report and is satisfied that it has carried out all of its responsibilities required under its charter.
Key Responsibilities	• identifies individuals qualified to become members of the Board
	• recommends nominees for election at each annual meeting or to fill vacancies
	• considers and recommends corporate governance and continuing education programs
	• recommends the Board’s committee structure and appointments, including chair roles
	• oversees Committee and director evaluations
	• reviews and considers developments in governance practices, polices and standards to ensure governance practices are rigorous, relevant and appropriate to Teck
	• monitors ethics, conflicts of interest, conduct standards and compliance
	• oversees Board independence and ensures that the interests of all shareholders are considered and protected in our governance process
Key Activities in 2023	• reviewed the independence and recommended the nomination or appointment of each director, including the interview and selection of a new independent director in 2023
	• reviewed and recommended to the Board for approval the annual proxy circular disclosure
	• reviewed correspondence received from shareholders and responses thereto and feedback received during shareholder engagement
	• reviewed the composition of the Board and its committees, including discussion of optimal size, independent director representation, and diversity considerations
	• reviewed each director’s status under the 15-year term limit for independent directors and considered succession planning in the context of the Board skills matrix and upcoming retirements
	• oversaw the annual evaluation of the Board, committees, and individual director performance and recommended the implementation of an effectiveness improvement action plan
	• reviewed and approved changes to the Board’s Skill Matrix and considered updates to the evergreen potential directors list
	• reviewed the Board’s relationship with the Principal Class A Shareholders and considered matters relating to the transaction to collapse the dual class share structure
	• at each meeting, reviewed and considered various emerging governance issues, including those relating to dual class share structures, regulatory developments, diversity disclosure, director independence, conflicts of interest, directors’ duties, corporate purpose, environmental and social issues, shareholder activism, proxy advisory service policies, and governance rankings
	• reviewed the director education program and selected topics for educational sessions
	• reviewed the relationship of and communication between the Board and management
	• completed the annual review of the Committee’s charter and work plan, the Board Mandate, and Position Descriptions for the Independent Board Chair, Vice Chair, Committee Chair, and Individual Directors

Report of the Safety & Sustainability Committee
Members	Schiodtz (Chair), Balhuizen, Sagawa, Snider, and Strunk
Meetings in 2023	The Committee met five times. It has approved this report and is satisfied that it has carried out all of its responsibilities required under its charter.
Key Responsibilities	• Review corporate policies, procedures, and performance with respect to health and safety, the environment, engagement with communities and Indigenous relations, climate change, tailings, legacy properties and reclamation, and other safety and sustainability related matters
Key Activities in 2023	• received updates on progress against long-term sustainability goals related to climate change, responsible production, people, communities and Indigenous peoples, water, tailings management, biodiversity and reclamation, and health and safety
	• reviewed and recommended to the Board for approval:
	• the annual Sustainability Report
	• the 2022 achievement rankings for the sustainability metrics under the annual incentive plan and the metrics for the sustainability progress index used for the executive long term incentive plan performance measurement
	• updated policies related to Political Contributions, Indigenous Peoples, Human Rights, Water, and an updated Code of Sustainable Conduct
	• the 2023 sustainability materiality assessment
	• the 2023 sustainability bonus and health and safety modifier framework
	• the Tailings Management Policy
	• received regular updates on:
	• Teck’s health and safety performance, including safety lagging and leading indicators, occurrence reports, and investigation results, including remedial measures and dissemination of findings
	• environmental compliance matters, including mitigation and remediation plans

	• environmental management and planning, including occurrence reports and remedial measures
	• Elk Valley Water Quality Plan compliance, environmental impact monitoring, research related to Saturated Rock Fills and other emerging technologies, and other selenium, nitrate and deleterious element reduction and remediation matters
	• engagement with communities, Indigenous peoples, governments, and stakeholders
	• permitting, government engagement, and changes to relevant health, safety and environmental standards, laws, regulations, and enforcement in the jurisdictions Teck operates in
	• received special reports on the following:
	• Climate change and decarbonization, including Teck’s action plan, material risks and opportunities, and carbon pricing considerations
	• updates on modern slavery legislation and reporting requirements
	• Teck’s mine closure standard and updated bonding requirements
	• Teck’s policies and procedures for addressing and preventing gender-based violence
	• Chilean and Peruvian socio-political updates, including proposed Chilean constitutional amendment and mining royalty bill review
	• Teck’s equity, diversity and inclusion, respectful workplace, and mental health initiatives
	• annual in-depth legacy properties update, with a focus on risk management
	• annual tailings storage facilities management and risk mitigation update, including compliance with the Global Industry Standard on Tailings Management (“GISTM”) and a meeting with members of Teck’s independent tailings review board
	• completed site visits to Teck’s Quebrada Blanca Operations in Chile and Highland Valley Copper Operations in British Columbia
	• completed the annual review of the Committee’s charter

Report of the Technical Committee
Members	Snider (Chair), Balhuizen and Dowling
Meetings in 2023	The Committee met five times. It has approved this report and is satisfied that it has carried out all of its responsibilities required under its charter.
Key Responsibilities	To assist the Board by providing oversight of Teck’s:
	• estimation and disclosure of mineral reserves and resources
	• material technical, operational project matters
	• innovation and technology matters, including strategy implementation, research and development, and adoption of emerging technologies
Key Activities in 2023	• received multiple in-depth briefings on the QB2 project, including updates on health and safety, construction ramp-up and progress, cost management, permitting, environmental and archeological matters, contractor demobilization, schedule and cost risk assessments, and initiation of a QB2 independent review to consider lessons learned for application to future projects
	• received briefings on Teck’s project development framework, project risk management strategy, and global project governance model, including talent management, partnering strategies, and technology applications
	• received briefings on Teck’s exploration and development project portfolio, including Aktigiruq and Anarraaq, Zafranal, and the QB asset expansion
	• received a briefing on Teck’s exploration and geoscience strategy, objectives and priorities
	• reviewed and recommended for approval by the Board the proposed mineral reserves and mineral resources disclosure for inclusion in the 2022 annual filings
	• reviewed and approved composition of the Management Reserves Committee and the Qualified Persons and Supervising Professionals for all sites
	• received an update on expected changes for year-end mineral reserves and resources reporting relating to 2023
	• reviewed and approved the commodity price and exchange rate assumptions for mineral reserve and resource estimates and reporting in 2023 annual filings
	• received a report from the external reserve auditors regarding the Galore Creek project, as part of a program of regular rotating external audits
	• completed the annual review and approved changes to the procedures and policies for mineral and oil and gas reserve and resource estimation and reporting
	• received updates on regulatory developments related to reserves and resources matters, including on the estimation and disclosure of mineral reserves and resources;
	• completed the annual review of the Committee’s charter and work plan

Governance Topics	Our Practice
Dual Class Share Structure	The Board pays special attention to maintaining governance practices appropriate for a corporation with a dual class share structure to ensure that the interests of all shareholders are considered and respected.
Read more about our Dual Class Share Structure Governance on page 26
Director Independence	A majority of directors are independent, and, if all nominated directors are elected, two of 10 (20%) will not be independent. Our committees are composed of 100% independent directors.
Meetings of Independent Directors	The Board has adopted a policy that at each Board and Committee meeting held, the non-executive directors will meet without management present and the independent directors will meet without non-independent directors present.
Independent Chair	Teck has had an independent Chair of the Board since 2018. Sheila Murray, an independent director, has served as Chair of the Board since February 2020.
Read more about Director Independence on page 25
Position Descriptions	A position description for the Independent Chair of the Board has been approved by the Board and sets out the Chair’s responsibilities, including: • chairing meetings and facilitating frank and open discussions • providing ethical and independent leadership to enable the Board to effectively function with integrity • advising and assisting the Board and management in the development and execution of strategy The Board has also adopted position descriptions for the Committee Chairs.
The Position Description for the Independent Chair of the Board and other governance related documents are available on Teck’s website at www.teck.com/about/governance
CEO Position Description	A position description for the CEO has been approved by the Board. The CEO reports to the Board, has general supervision and control over the business and affairs of Teck, and is expected to (among other things): • foster a corporate culture that promotes ethical practices, encourages individual integrity, and fulfills social responsibility • develop and recommend to the Board a long-term strategy and vision for Teck that leads to creation of shareholder value • develop and recommend to the Board annual business plans and budgets that support Teck’s long-term strategy • consistently strive to achieve Teck’s financial and operating goals and corporate objectives
Director Nominations	The Governance Committee is responsible for recruiting and proposing new director nominees and does the following on an ongoing basis: • consults with the Board to identify the mix of skills, expertise and qualities required for directors and assess additional attributes required to maintain an appropriate mix on the Board, including diversity considerations • identifies impending Board vacancies to allow appropriate time for recruitment • develops a short-list of candidates and arranges meetings with the Governance Committee, Board Chair, CEO, and other Board members as may be appropriate • ensures proposed nominees are prepared to take on the level of commitment expected of Teck directors • recommends proposed nominees to the Board
Board Renewal and Term Limit	The Board believes that effective Director renewal has taken place, with the nominated Directors having an average tenure of 6.2 years (4.9 years for independent directors) and, assuming election of all nominees, 5 of 10 having joined the Board in the last 5 years. The Board has adopted a term limit of 15 years for independent directors. Information regarding each current director’s latest expected retirement date is included with their biographies beginning on page 8. The Board will continue to place emphasis on rigorous evaluation of all directors, regardless of the term limit, and believes that a balance between long tenure, familiarity with Teck’s business, long-term perspective on the industry, and fresh perspective is essential for effective governance.
Read more about Board Renewal on page 27

	If the shareholders fail to elect the minimum number of directors required under our articles due to a lack of a majority of “for” votes for one or more director nominees, the directors who were elected at the meeting may exercise all their powers as directors, provided that they constitute a quorum. If an incumbent director does not receive a majority of votes cast “for” their election, they are permitted to remain as a director until the earlier of (a) the 90^th date after the date of the Meeting, and (b) the date on which their successor is appointed or elected, if necessary to satisfy quorum requirements. The elected directors may only re-appoint an incumbent director who was not elected in the most recent director election in order to fill a vacancy where their appointment is required to satisfy the CBCA requirements for either the minimum number of Canadian resident or non-management directors. Beyond those exceptions, Teck’s Board no longer has discretion to determine whether a director who did not receive a majority of votes “for” their election can continue as a director.
Advance Notice Requirements	Teck’s by-laws contain advance notice requirements for director nominations, in order to provide a transparent, structured, and fair process in which shareholders can submit their proxy voting instructions on an informed basis. Shareholders who wish to nominate candidates for election as directors must provide timely notice in writing to the Corporate Secretary of the company and include the information required by the by-laws, not less than 30 days nor more than 65 days prior to the date of the meeting. Teck’s by-laws are available on our website at www.teck.com/about/corporate-governance.
Mandatory Shareholdings	We require non-executive directors to own shares or share units equivalent to not less than three times their annual cash retainer and share-based retainer. Senior management other than the CEO are required to maintain holdings of shares and/or share units equal to two times their annual salary. The CEO is required to hold five times his annual salary.
Read more about mandatory shareholdings for directors on page 16 and for executives on page 35
Diversity – Board	The Board has adopted a company-wide Inclusion and Diversity Policy, and a specific Board Diversity Policy. If all nominees proposed to be elected as directors at the Meeting are elected: • 3 of 10 directors (30%) will identify as women, including the Chairs of the Audit and Governance Committees and the Board • 1 of 10 directors (10%) will be a person who identifies as a member of a visible minority • 1 of 10 directors (10%) will be a person who identifies as having a disability • No directors will be persons who identify as Indigenous peoples When considering candidates for director, the Governance Committee and Board consider the level of representation on the Board of members of designated groups, including women, visible minorities, Indigenous peoples, and persons with disabilities, in addition to candidates’ business skills, qualifications, and career history. The Board has adopted a Board Diversity Policy that requires that search consultants retained to assist with the identification of potential nominees be instructed to ensure that candidates reflecting these diversity criteria are brought forward for consideration. The Board Diversity Policy includes a target that no one gender comprise more than 70% of directors at any time. The Board has not adopted any other diversity related targets at this time.
Diversity – Executives	Teck considers the level of representation of designated groups, being women, visible minorities, persons with disabilities, and Indigenous peoples in executive officer positions but has not set any targets. As of March 4, 2024, four out of 17 members of senior management of Teck (as defined in the CBCA) identify as women (24%), including the Board Chair, and one identifies as a member of a visible minority (6%). There are no members who identity as Indigenous peoples or persons with disabilities. Following certain retirements planned in early 2024 and the anticipated sale of the Coal business unit, it is expected that Teck’s senior management (as defined in the CBCA), will consist of 14 members, four of whom identify as women (29%) and one of whom (7%) identifies as a member of a visible minority.
Read more about Diversity on page 28
Board Evaluations	The Board conducted its annual Board, Committee and Peer effectiveness review, which was conducted by the Chair of the Governance Committee. Each Board member and key members of management were interviewed independently to solicit qualitative feedback on Board, Committee, and individual performance in key areas and on governance and Board procedures generally. The results of the evaluation were reviewed by the Governance Committee, which developed a plan to implement improvements to the Board and Committee processes and follow-up with individual directors as necessary.
Shareholder Engagement	The Board has adopted a Shareholder Engagement Policy describing how shareholders can provide direct feedback to the Board, which is available at www.teck.com/about/governance.
Read more about Shareholder Engagement on page 30