CODQL Coronado Global Resources Inc (PK)

Audit Fees

        The following table presents fees for professional services rendered by KPMG for the fiscal periods indicated:

        The Audit Committee has adopted an audit and non-audit services pre-approval policy that requires the Audit Committee to pre-approve services to be provided by the Company's independent registered public accounting firm. The Audit Committee will consider whether the services to be provided by the independent registered public accounting firm are prohibited by the SEC's rules on auditor independence and whether the independent registered public accounting firm is best positioned to provide the most effective and efficient service. The Audit Committee is mindful of the relationship between fees for audit and non-audit services in deciding whether to pre-approve such services. The Audit Committee has delegated to the chairman of the Audit Committee pre-approval authority between committee meetings, and the chairman must report any pre-approval decisions to the committee at the next regularly scheduled committee meeting. All non-audit services performed by KPMG in 2019 and 2018 were pre-approved in accordance with the procedures established by the Audit Committee.

The Board of Directors unanimously recommends that holders of our common stock (and CDI holders) vote "FOR" the ratification of the Audit, Governance and Risk Committee's appointment of Ernst & Young as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2020.

9

Table of Contents

        Information regarding Mr. Spindler is included above under "Proposals 1 and 2—Election of Directors."

Executive Officers

James Campbell, President and Chief Operating Officer

        Mr. Campbell served as the President and Chief Operating Officer of Coronado Group LLC from 2011 until August 2018. Mr. Campbell has served as our President and Chief Operating Officer since August 13, 2018. Mr. Campbell has more than 40 years' experience in the coal industry including as owner and chief executive officer of Spring Creek Energy, a coal company, and Strata Fuels, a coal company, and as president and chief operating officer of Imagin Natural Resources, a natural resource company specializing in coal. Mr. Campbell also spent 22 years with Pittston Coal Company, where he held various roles including executive vice president of Pittston Coal Company and president of Pittston Coal Sales Company. Mr. Campbell earned a B.S. in Mining Engineering from West Virginia University, a B.S. in Civil Engineering from West Virginia Institute of Technology and an Executive M.B.A. from the University of Virginia, Darden School of Business.

Ayten Saridas, Group Chief Financial Officer

        Ms. Saridas has served as our Group Chief Financial Officer since June 2018. Ms. Saridas has 30 years of international corporate finance experience across a broad range of ASX-listed companies in upstream oil and gas, infrastructure, retail, fast-moving consumer goods and property. Prior to joining the Company, Ms. Saridas was the Chief Financial Officer of ASX-listed AWE Limited, an Australian oil and gas producer, from 2011 to 2016, where she was responsible for corporate strategy, finance, strategic planning, tax, treasury, M&A and risk management. Ms. Saridas has held a number of senior executive finance roles including group executive & treasurer at Santos, chief financial officer at Babcock & Brown Japan Property Trust, a Japanese real estate trust, group treasurer at Woolworths Limited, a company with retail interests in Australia and New Zealand, and head of corporate finance at Ausgrid, an electricity distribution company. Ms. Saridas earned a Bachelor of Commerce from The Australian National University and a Master of Applied Finance from Macquarie University and is a Fellow of CPA of Australia.

Richard Rose, Vice President, Chief Legal Officer & Secretary

        Mr. Rose served as the Vice President, Chief Legal Officer & Secretary of Coronado Group LLC from June 2017 until October 2018. Mr. Rose has served as our Vice President, Chief Legal Officer & Secretary since August 13, 2018. Mr. Rose has been a practicing lawyer since 1988. Prior to joining the Company, Mr. Rose was interim senior vice president, general counsel and corporate secretary of Meritor, Inc., an American vehicle part manufacturer, from March 2016 to August 2016. Mr. Rose has also served as senior vice president, general counsel and secretary of Calgon Carbon Corporation from September 2009 to September 2015, a company in the activated carbon and reactivation industry, and was a shareholder in the Pittsburgh office of Buchanan Ingersoll & Rooney, PC, a law firm, where his

10

Table of Contents

practice included general corporate counseling, federal securities and M&A. Before becoming a lawyer, Mr. Rose was a certified public accountant and auditor with an international public accounting firm. Mr. Rose earned a B.S. in Accounting from The Pennsylvania State University and a J.D. from the University of Pittsburgh School of Law.

Emma Pollard, Vice President People and Culture

        Ms. Pollard has served as our Vice President People and Culture since October 1, 2018 and was previously our General Manager of Human Resources in Australia since January 2018. Ms. Pollard has more than 22 years' experience in human resources. Prior to joining the Company, Ms. Pollard served as the general manager people and sustainability of Wesfarmers, prior to its acquisition by the Company. Prior to that, Ms. Pollard served as head of human resources of European Operations at Mylan NV, a global generic and specialty pharmaceutical company, from January 2015 to September 2017 and senior director talent acquisition and development, Europe from August 2013 to January 2015. Ms. Pollard also served as a Director, Human Relations, Australia and New Zealand at Alphapharm Pty Limited, a subsidiary of Mylan NV, from 2011 until 2013 and as Executive General Manager, Human Resources at Capral Aluminum from 2005 until 2011. Ms. Pollard earned a B.A. in Human Resources from the University of Sunderland and a post-graduate diploma in human resource management from the University of Northumbria.

Board of Directors

        Our business and affairs are managed under the direction of our Board of Directors. Our Board of Directors currently consists of six directors, comprised of our Chief Executive Officer, three independent directors and two non-executive directors.

        The number of directors is fixed by our Board of Directors, subject to the terms of our certificate of incorporation and bylaws. Pursuant to our certificate of incorporation, we issued the Series A Share, which is beneficially owned by the EMG Group, through its ownership of Coronado Group LLC. Ownership of our Series A Share provides the EMG Group (or a permitted transferee thereof) with Board of Directors designation rights tied to the level of the EMG Group's aggregate beneficial ownership of shares of our common stock.

        If the EMG Group elects, by written notice to us, the EMG Group will have the sole and exclusive right to nominate and elect, voting as a separate class and to the exclusion of all other series or classes of capital stock, a number of directors representing:

•

a majority of the total number of directors so long as the EMG Group beneficially owns in the aggregate at least 50% of our outstanding shares of common stock;



•

40% of the total number of directors if the EMG Group beneficially owns in the aggregate 40% or more, but less than 50%, of our outstanding shares of common stock;



•

30% of the total number of directors if the EMG Group beneficially owns in the aggregate 30% or more, but less than 40%, of our outstanding shares of common stock;



•

20% of the total number of directors if the EMG Group beneficially owns in the aggregate 20% or more, but less than 30%, of our outstanding shares of common stock;



•

10% of the total number of directors if the EMG Group beneficially owns in the aggregate 10% or more, but less than 20%, of our outstanding shares of common stock.

        We will redeem our Series A Share to the fullest extent permitted by law (at a price of $1.00) if, at any time, the EMG Group no longer beneficially owns, in the aggregate, 10% or more of the outstanding shares of our common stock.

11

Table of Contents

        On September 24, 2018, we entered into a Stockholder's Agreement with Coronado Group LLC, which governs the relationship between the EMG Group and us (including certain governance matters) while the EMG Group retains an interest in our ownership. Pursuant to the Stockholder's Agreement, for so long as the EMG Group has the right to nominate and elect directors as a holder of our Series A Share and any such director has been elected, the EMG Group will have the right to designate one of such directors to be included in the membership of any Committee of the Board of Directors, except to the extent that such membership would violate applicable securities laws or stock exchange or stock market rules.

        Each of our current directors will continue to serve as a director until the election and qualification of his or her successor, or until his or her earlier death, resignation or removal.

Code of Business Conduct and Ethics

        Our Board of Directors has adopted a formal Code of Business Conduct and Ethics, which is applicable to all of our employees, officers and directors, including our chief executive and senior financial officers, that outlines how we expect our representatives to behave and conduct business in the workplace and includes legal compliance and guidelines on appropriate ethical standards.

        The Code of Business Conduct and Ethics is designed to:

•

provide a benchmark for professional behavior;



•

support our business reputation and corporate image within the community; and



•

make directors and employees aware of the consequences if they breach the Code of Business Conduct and Ethics.

        The code of business conduct and ethics is available on our website at https://coronadoglobal.com.au/corporate-governance/. We expect that any amendment to the code, or any waivers of its requirements, will be disclosed on our website. The identification of our website in this proxy statement does not include or incorporate by reference the information on our website into this proxy statement.

Board Leadership Structure

        Our Board of Directors is led by our Chairman. The Chairman oversees the planning of the Board of Directors' calendar and, in consultation with the other directors, schedules and sets the agenda for meetings of the Board of Directors. In addition, the Chairman provides guidance and oversight to members of management and acts as the Board of Directors' liaison to management. In this capacity, the Chairman is actively engaged on significant matters affecting us and is in regular dialogue with the Chief Executive Officer. The Chairman leads our annual general meetings of stockholders and perform such other functions and responsibilities as requested by the Board of Directors from time to time.

        While the Board of Directors retains ultimate responsibility for the strategy and performance of the Company, the day-to-day operation of the Company is conducted by, or under the supervision of, the Chief Executive Officer as directed by the Board of Directors. The Board of Directors approves corporate objectives for the Chief Executive Officer to work towards and the management team is then responsible for implementing strategic objectives, plans and budgets approved by the Board of Directors.

Director Independence

        Our Board of Directors currently consists of six members: William (Bill) Koeck, Garold Spindler, Philip Christensen, Greg Pritchard, Ernie Thrasher and Laura Tyson. Our Board of Directors has determined that each of William (Bill) Koeck, Philip Christensen and Greg Pritchard are

12

Table of Contents

"independent." Our Board of Directors previously determined that Greg Martin, who served as a director until February 4, 2019, was "independent." We consider that a director is an "independent" director where that director is free from any business or other relationship that could materially interfere, or be perceived to interfere with, the independent exercise of the director's judgment. While we are not currently seeking a listing on the New York Stock Exchange, or NYSE, or any other U.S. securities exchange, we have assessed the independence of our directors with respect to the definition of independence prescribed by NYSE and the SEC, as well as the ASX Corporate Governance Principles and Recommendations.

Board Committees and Meetings

        Our Board of Directors has three standing committees: the Audit Committee, a compensation and nominating committee and a health, safety, environment and community committee. The composition and responsibilities of each committee are described below. Members will serve on these committees until their resignation or until otherwise determined by our Board of Directors. The charters of each of our committees is available on our website at https://coronadoglobal.com.au/corporate-governance/. The identification of our website in this proxy statement does not include or incorporate by reference the information on our website into this proxy statement.

        The Board of Directors held 14 meetings in 2019. The Audit Committee, the compensation and nominating committee and the health, safety, environment and community committee held 4, 2 and 2 meetings, respectively, in 2019. In addition to formal meetings held, the compensation and nominating committee conducted further business by unanimous written approval. The committees receive their authority and assignments from, and report to, the Board of Directors.

        All of the current directors attended all applicable Board of Directors and committee meetings held during 2019. In addition to holding regular Board of Directors and committee meetings, the Board of Directors members and committee members also reviewed and considered matters and documents and communicated with each other apart from the meetings. Additionally, all non-management members of the Board of Directors meet separately without members of management present at every regularly scheduled Board of Directors' meeting.

        The Board of Directors does not have a formal policy with regard to directors' attendance at the annual general meeting. Last year, all directors were present in person at the annual general meeting.

Audit Committee

        Our Audit Committee consists of Messrs. Pritchard (Chair), Christensen and Koeck. Our Board of Directors has determined that each of Messrs. Pritchard, Christensen and Koeck are independent under Rule 10A-3 under the Exchange Act. Mr. Pritchard qualifies as an "audit committee financial expert" under the rules of the SEC.

        Our Audit Committee oversees our accounting and financial reporting process and the audit of our financial statements and assists our Board of Directors in monitoring our financial systems and legal and regulatory compliance. Our Audit Committee is responsible for, among other things:

•

financial reporting;



•

application of accounting policies;



•

financial management and corporate and governance risk management;



•

internal control system;



•

taxation and financial risk management;



•

business policies and practices;

13

Table of Contents

•

compliance with applicable laws, regulations, standards and best practice guidelines; and



•

risks associated with transactions of strategic or routine nature.

        The Audit Committee will have the power to investigate any matter brought to its attention within the scope of its duties and the authority to retain counsel and advisors at our expense to fulfill its responsibilities and duties.

Compensation and Nominating Committee

        Our compensation and nominating committee consists of Mr. Koeck (Chair), Mr. Pritchard and Ms. Tyson. Our Board of Directors has determined that each of Mr. Koeck and Mr. Pritchard is independent under Rule 10C-1 of the Exchange Act and qualifies as a "non-employee director" within the meaning of Rule 16b-3(b)(3) under the Exchange Act.

        Our compensation and nominating committee is responsible for developing and maintaining our compensation strategies and policies and recommends corporate governance guidelines applicable to the Board of Directors and our employees and identifies and recommends nominees for election or appointment to our Board of Directors and its committees. The responsibilities of the compensation and nominating committee include:

•

evaluating from time to time the performance of, and determining the remuneration of, the Chief Executive Officer and his direct reports;



•

recommending to the Board of Directors whether grants are to be made under any or all of our employee equity incentive plans and approving major changes in relation to the employee equity incentive plans;



•

approving major changes and developments in our policies and procedures related to remuneration;



•

reviewing and facilitating stockholder and other stakeholder engagement in relation to our remuneration policies and practices;



•

reviewing and recommending to the Board of Directors the size and composition of the Board of Directors including reviewing Board of Directors succession plans and the succession of the Chairman and Chief Executive Officer;



•

reviewing and recommending to the Board of Directors the criteria for nomination as a director and the membership of the Board of Directors more generally;



•

assisting the Board of Directors in relation to the performance evaluation of the Board of Directors, committees and individual directors;



•

ensuring that processes are in place to support director induction and ongoing education; and



•

developing, in consultation with management, and recommending to the Board of Directors measurable objectives for achieving gender diversity and reviewing and recommending to the Board of Directors any necessary changes on at least an annual basis.

        The compensation and nominating committee also has the power to investigate any matter brought to its attention within the scope of its duties and authority to retain counsel and advisors at our expense to fulfill its responsibilities and duties.

        The compensation and nominating committee utilizes a variety of processes for identifying and evaluating director nominees. Pursuant to the compensation and nomination committee charter:

•

detailed background information in relation to a potential candidate should be provided to all directors;

14

Table of Contents

•

the identification of potential director candidates may be assisted by the use of external search organizations as appropriate;



•

appropriate checks should be undertaken in relation to all potential candidates (which may be assisted by the use of external organization as appropriate);



•

an offer of a Board of Director appointment must be made by the Chair only after having consulted all directors, with any recommendations from the compensation and nominating committee having been circulated to all directors; and



•

all new Board of Director appointments should be confirmed by letter in the standard format as approved by the Board of Directors or the compensation and nominating committee from time to time.

        Factors considered by the compensation and nominating committee when reviewing a potential candidate for Board of Director appointment include without limitation:

•

the skills, experience, expertise and personal qualities that will best complement Board of Directors effectiveness and promote Board of Directors diversity having regard to:



•

the Board of Directors skills matrix, which sets out the mix of skills, expertise, experience and diversity that the Board of Directors currently has or is looking to achieve in its membership; and



•

the existing composition of the Board of Directors; and



•

the capability of the candidate to devote the necessary time and commitment to the role (this involves a consideration of matters such as other Board of Directors or executive appointments) and potential conflicts of interest and independence.

        Except as may be required by rules promulgated by the SEC, there are currently no specific, minimum qualifications that must be met by each candidate for the Board of Directors, nor are there specific qualities or skills that are necessary for one or more of the members of the Board of Directors to possess. In evaluating the suitability of the candidates, the compensation and nominating committee takes into consideration such factors as it deems appropriate. These factors may include, among other things, issues of character, judgment, independence, expertise, length of service, other commitments and diversity. In accordance with the Company's Gender Diversity Policy, the compensation and nominating committee develops in consultation with management and recommends to the Board of Directors measurable objectives for achieving gender diversity and, on an annual basis, reviews them and recommends any changes to the Board of Directors.

        The compensation and nominating committee will consider director candidates recommended by stockholders (other than the EMG Group) if properly submitted. Stockholders wishing to suggest persons for consideration as nominees for election to the Board of Directors at the 2021 annual general meeting of stockholders may do so by providing written notice to the Secretary at the principal executive office of the Company no earlier than February 25, 2021 and no later than the close of business on March 26, 2021 (since March 27, 2021 falls on a Saturday). Assuming that a properly submitted stockholder recommendation for a potential nominee is received and appropriate biographical and background information is provided, the compensation and nominating committee and the Board of Directors will follow the same process and apply the same criteria as they do for candidates submitted by other sources in accordance with the compensation and nomination committee charter.

        See "—Board of Directors" for information regarding the director nomination and election rights of the EMG Group.

15

Table of Contents

Health, Safety, Environment and Community Committee

        Our Board of Directors also maintains a standing committee on health, safety, environment and community, or HSEC committee, which consists of Messers. Christensen (Chair), Pritchard and Thrasher. Our Board of Directors has determined that Messers. Christensen and Pritchard are independent.

        Our HSEC committee is responsible for, among other things:

•

monitoring our performance on health, safety, environment and community, or HSEC, matters;



•

monitoring the establishment of appropriate HSEC objectives, and the strategies in place to meet these objectives;



•

overseeing and monitoring the establishment, operation and implementation of our HSEC policies and procedures, and considering their alignment with our values and risk appetite;



•

reviewing HSEC risks and issues, and action plans put in place to seek to minimize current risks and prevent incidents;



•

evaluating the adequacy and effectiveness of the identification and management of HSEC and social risks and its disclosure of any material exposures to those risks; and



•

monitoring our performance in regard to the HSEC consequences of decisions and actions, including impacts on employees, third parties, communities and our reputation.

        The HSEC committee also has the power to investigate any matter brought to its attention within the scope of its duties. It also has the authority to retain independent counsel and independent advisors at our expense for any matter related to the fulfillment of its responsibilities and duties.

Other Committees

        Our Board of Directors may establish other committees as it deems necessary or appropriate from time to time.

Stockholder Communications

        Stockholders may send written communications to the Board of Directors or any one or more of the individual directors by mail to Coronado Global Resources Inc., Level 33, Central Plaza One, 345 Queen Street, Brisbane Qld 4000. Any stockholder who wishes to send a written communication to any member of the Board of Directors may do so in care of our Secretary, who will forward any communications directly to the Board of Directors or the individual director(s) specified in the communication.

16

Table of Contents