Corporate Governance Policies

The Board of Directors and management of New Gold consider good governance to be an important factor in the effective operation of the Company. The Board has overall responsibility for the conduct of the business and affairs of the Company and discharges this responsibility both directly and by the delegation of certain authority to committees of the Board and senior management of the Company.  The Board of Directors and its various committees provided oversight and direction in the establishment of the Company’s response to, and compliance with, the various securities requirements around internal controls, disclosure controls and officer certifications. At New Gold, we have always believed the Company should be managed in an ethical manner and as such, we have in place a Code of Business Conduct for our executives and employees. Readers requiring further information about the Company’s governance practices are directed to New Gold's SEDAR filings at www.SEDAR.com

1. Board of Directors Mandate - Describes the duties and responsibilities of the Board of Directors for the overall stewardship, conduct of business and activities of management.
2. Audit Committee Charter - Describes the duties and responsibilities of the Audit Committee and assists the Board in fulfilling its oversight responsibilities with respect to accounting and financial reporting processes, compliance with legal and regulatory requirements and more.
3. Corporate Governance and Nominating Committee Charter - Describes the duties and responsibilities of the Corporate Governance and Nominating Committee regarding corporate governance that will enhance corporate performance, assist the Company in its corporate governance responsibilities and more.
4. Compensation Committee Charter - Describes the duties and responsibilities of the Compensation Committee in fulfilling its responsibilities with respect to the implementation and oversight of human resources and compensation policies.
5. Sustainability, Environment, Health and Safety Committee Charter - Describes the duties and responsibilities of the SEH&S Committee in fulfilling its responsibilities regarding sustainable development, environmental, health and safety policies and more.
6. Code of Business Conduct and Ethics - Describes the New Gold Inc. Code of Business Conduct and Ethics, which aims to further the Company's fundamental principles of honesty, loyalty, fairness and forthrightness.
7. Whistleblower Policy - Describes the complaint program established to facilitate the receipt, retention and treatment of complaints received by the Company regarding its accounting, internal accounting controls, auditing matters or violations of the Code of Conduct and more.
8. Disclosure, Confidentiality and Insider Trading Policy - Describes the duties and responsibility of all persons to whom this Policy applies with respect to the disclosure of material changes, the preservation of the confidentiality of Undisclosed Material Information and more.