Sustainability, Environment, Health and Safety Committee Charter

1. Purpose

   The overall purpose of the Sustainability, Environment, Health and Safety Committee (the "Committee") is to review and monitor the sustainable development, environmental, health and safety policies and activities of New Gold Inc. (the "Company") on behalf of the Board of Directors (the "Board"). The Committee may investigate any activity of the Company that relates to sustainable development, community development, environment, health and safety. The Committee will have access to such officers and employees of the Company and to independent consultants and advisors, and to such information respecting the Company as it considers necessary in order to perform its duties and responsibilities.

2. Composition, Procedure and Organization

   1. The Committee shall consist of not fewer than two and not more than five directors, the majority of whom shall be "independent", as that term is defined in National Instrument 58-101 "Disclosure of Corporate Governance Practices" and under the rules of the applicable exchanges.
   2. The Board, at its organizational meeting held in conjunction with each annual general meeting of the shareholders, shall appoint the members of the Committee for the ensuing year. The Board may at any time remove or replace any member of the Committee and may fill any vacancy in the Committee.
   3. Unless the Board shall have appointed a chair ("Chair") of the Committee, the members of the Committee shall elect a chair from among their number.
   4. The secretary of the Committee shall be designated from time to time from one of the members of the Committee or, failing that, shall be the Company's corporate secretary, unless otherwise determined by the Committee.
   5. The quorum for meetings shall be a majority of the members of the Committee, present in person or by telephone or other telecommunication device that permits all persons participating in the meeting to speak and hear each other.
   6. The Committee shall have access to such officers and employees of the Company, its external auditors and legal counsel, and to such information respecting the Company, and may engage separate independent counsel and advisors at the expense of the Company, all as it considers to be necessary or advisable in order to perform its duties and responsibilities.

3. Meetings

   The Committee will meet on a regular basis and at least twice per year.  Any member of the Committee may call a meeting of the Committee.  The Committee shall hold in camera sessions without the presence of management at each meeting

4. Duties and Responsibilities

   The duties and responsibilities of the Committee shall be as follows:

   1. Review and monitor the sustainability, environment, safety and health policies and activities of the Company on behalf of the Board to ensure that the Company is in compliance with appropriate laws and legislation;
   2. Review monthly sustainability, environmental, health and safety reports;
   3. Review an annual report by management on sustainable development, environmental, safety and health issues;
   4. Encourage, assist, support and counsel management in developing short and long term policies and standards to ensure that the principles set out in the sustainability, environmental, health and safety policies are being adhered to and achieved;
   5. Periodically review community, environmental, health and safety response compliance issues and incidents to determine, on behalf of the Board, that the Company is taking all necessary action in respect of those matters and that the Company has been duly diligent in carrying out its responsibilities and activities in that regard;
   6. Review results of operational community, environment, health and safety audits and management's activities to maintain appropriate internal and external environmental and safety audits;
   7. Ensure that principle areas of community, environmental, health and safety risk and impacts are identified and that sufficient resources are allocated to address these;
   8. Ensure that the Company's directors are kept abreast of their duties and responsibilities related to the scope of this Committee;
   9. Make periodic visits, as individual members or as the Committee, to corporate locations in order to become familiar with the nature of the operations, and to review relevant objectives, procedures and performance with respect to sustainability, environment, health and safety;
   10. Investigate, or cause to be investigated, any extraordinary negative sustainability, environment, health and safety performance where appropriate; and
   11. Review with management the risk analysis of any proposed new major exploration, development, operation or new business activity.

5. Accountability

   1. The Committee Chair has the responsibility to make periodic reports to the Board, as requested, on sustainability, environmental, health and safety matters relative to the Company.
   2. The Committee shall report its discussions to the Board by maintaining the minutes of its meetings and providing an oral report at the next Board meeting.
   3. The Committee shall review its own performance and reassess the adequacy of this set of Guidelines in such matter as it deems appropriate, and report the results thereof, including any recommendations for change, to the Board.

6. Chair of the Committee

   The Chair of the Committee:

   1. provides leadership to the Committee with respect to its functions as described in this Charter and as otherwise may be appropriate, including overseeing the logistics of the operations of the Committee;
   2. chairs meetings of the Committee, unless not present, including in camera sessions, and reports to the Board of Directors following each meeting of the Committee on the findings, activities and any recommendations of the Committee;
   3. ensures that the Committee meets on a regular basis and at least twice per year;
   4. in consultation with the Chair of the Board and the Committee members, establishes a calendar for holding meetings of the Committee;
   5. establishes the agenda for each meeting of the Committee, with input from other Committee members, the Chair of the Board, and any other parties as applicable;
   6. acts as liaison and maintains communication with the Chair of the Board and the Board to optimize and co-ordinate input from Board members, and to optimize the effectiveness of the Committee. This includes reporting to the full Board on all proceedings and deliberations of the Committee at the first meeting of the Board after each Committee meeting and at such other times and in such manner as the Committee considers advisable;
   7. reports annually to the Board on the role of the Committee and the effectiveness of the Committee role in contributing to the objectives and responsibilities of the Board as a whole;
   8. ensures that the members of the Committee understand and discharge their duties and obligations;
   9. fosters ethical and responsible decision making by the Committee and its individual members;
   10. together with the Corporate Governance and Nominating Committee, oversees the structure, composition, membership and activities delegated to the Committee from time to time;
   11. ensures that resources and expertise are available to the Committee so that it may conduct its work effectively and efficiently and pre-approves work to be done for the Committee by consultants;
   12. facilitates effective communication between members of the Committee and management; and
   13. performs such other duties and responsibilities as may be delegated to the Chair by the Board of Directors from time to time.

The Corporate Governance and Nominating Committee will annually review and reassess the adequacy of this Charter and submit any recommended changes to the Board for approval.

Adopted by the Board on July 8, 2008.