Board of Directors Charter

I. Purpose

The Board of Directors of Tahera Diamond Corporation (the “Company”) is responsible for the stewardship of the business and for acting in the best interests of the Company and its shareholders. The Board of Directors will discharge its responsibilities directly and through its committees, currently consisting of the Audit Committee, the Compensation Committee, the Corporate Governance and Nominating Committee and the Environmental, Health and Safety Committee.  The Board of Directors shall meet at least quarterly to review the business operations, corporate governance and financial results of the Company.  Meetings of the Board of Directors shall also include regular meetings of the independent members of the Board without management being present.

II. Composition

The Board of Directors shall be constituted at all times of a majority of independent directors in accordance with Multilateral Instrument 58-201.  The Chairman of the Board should also be independent or alternatively the Board will appoint an independent lead director.  A director is considered to be “independent” if he or she has no direct or indirect material relationship which could in the view of the Board of Directors reasonably interfere with the exercise of a director’s independent judgment.  Notwithstanding the foregoing, a director shall be considered to have a material relationship with the Company (and therefore shall be considered a “dependent” director) if he or she falls in one of the categories listed in Schedule “A” attached hereto.

III. Responsibilities

The Board of Directors' mandate is the stewardship of the Company and its responsibilities include, without limitation to its general mandate, the following specific responsibilities:

• Assigning to the various committees of directors the general responsibility for developing the Company’s approach to: (i) corporate governance and nomination of directors related issues; (ii) financial reporting and internal controls; and (iii) issues relating to compensation of officers and employees.
• With the assistance of the Corporate Governance and Nominating Committee:

Developing the Company’s approach to corporate governance, including developing a set of corporate governance principles and guidelines specific to the Company. Reviewing the composition of the Board of Directors and ensuring it respects its independence criteria. Ensuring the integrity of the Chief Executive Officer and other senior officers, and that such officers create a culture of integrity throughout the organization. Assessing, at least annually, the effectiveness of the Board of Directors as a whole; the committees of the Board of Directors; and the contribution of individual directors, including consideration of the appropriate size of the Board of Directors. Ensuring that an appropriate review selection process is in place for new nominees to the Board of Directors. Ensuring that an appropriate orientation and education program is in place for new members of the Board of Directors. Approving disclosure and securities compliance policies, including communications policies of the Company.

• With the assistance of the Audit Committee:

Recommending the appointment of the auditors and assessing the performance of the auditors. Ensuring the integrity of the Company’s internal controls and management information systems. Ensuring the Company's ethical behaviour and compliance with laws and regulations, audit and accounting principles and the Company's own governing documents. Identifying the principal risks of the Company’s business and ensuring that appropriate systems are in place to manage these risks. Reviewing and approving significant operational and financial matters and providing direction to management on these matters. As required and agreed upon, providing assistance to shareholders concerning the integrity of the Company’s reported financial performance.

• With the assistance of the Compensation Committee and the Chief Executive Officer, establishing appropriate performance criteria for the senior management team and approving the compensation of the senior management team. 
• With the assistance of the Executive Vice President, Investor Relations, monitor and review feedback provided by the Company’s various stakeholders.
• Succession planning and the selection, appointment, monitoring evaluation and, if necessary, the replacement of the senior management to ensure management succession.
• The adoption of a strategic planning process, approval at least annually of a strategic plan that takes into account business opportunities and business risks identified by the Board and/or the Audit Committee and monitoring performance against such plans.
• The review and approval of corporate objectives and goals applicable to the Company’s senior management.
• Reviewing with senior management:

Major corporate decisions which require Board approval, and approving such decisions as they arise. Major capital expenditure decisions (in excess of $2 million) unless previously authorized in a budget or plan by the Board of Directors. Material decisions relating to senior personnel, development or operation of a mine, or matters relating to the environment, health or safety.

• Performing such other functions as prescribed by law or assigned to the Board of Directors in the Company’s constating documents and by-laws.

IV. Miscellaneous

1. The members of the Board are expected to attend all meetings of Board of Directors unless prior notification of absence is provided.

2. The members of the Board are required to have reviewed board materials in advance of the meeting and be prepared to discuss such materials at the meeting.

Schedule “A”

Subject to the exemptions available under Multilateral Instrument 52-110 Audit Committees, the following individuals are considered to have a material relationship with the Company:

(a) an individual who is, or has been within the last three years, an employee or executive officer of the Company;

(b) an individual whose immediate family member is, or has been within the last three years, an executive officer of the Company;

(c) an individual who:

(i) is a partner of a firm that is the Company’s internal or external auditor; (ii) is an employee of that firm; or (iii) was within the last three years a partner or employee of that firm and personally worked on the Company’s audit within that time;

(d) an individual whose spouse, minor child or stepchild, or child or stepchild who shares a home with the individual:

(i) is a partner of a firm that is the Company’s internal or external auditor; (ii) is an employee of that firm and participates in its audit, assurance or tax compliance (but not tax planning) practice, or (iii) was within the last three years a partner or employee of that firm and personally worked on the Company’s audit within that time;

(e) an individual who, or whose immediate family member, is or has been within the last three years, an executive officer of an entity if any of the Company's current executive officers serves or served at the same time on the entity's compensation committee; and

(f) an individual who received, or whose immediate family member who is employed as an executive officer of the Company received, more than $75,000 in direct compensation from the Company during any 12-month period within the last three years, other than as remuneration for acting in his or her capacity as a member of the Board of Directors or any Board committee, or the receipt of fixed amounts of compensation under a retirement plan (including deferred compensation) for prior service for the Company if the compensation is not contingent in any way on continued service.