The Company is subject, among other laws and regulations, to instruments published by relevant Canadian securities regulators.
One such instrument, Canadian National Instrument 58-101 – Disclosure of Corporate Governance Practices (“NI 58-101”) prescribes certain disclosure by the Company of its corporate governance practices and Canadian National Policy 58-201 – Corporate Governance Guidelines (“NP 58-201”) provides non-prescriptive guidelines on corporate governance practices for reporting issuers such as the Company. This section sets out the Company’s approach to corporate governance and addresses the Company’s compliance with NI 58-101 and NP 58-201.
As a result of its listing on the TSX-V and being a reporting issuer in British Columbia, Canada and other Canadian provinces, the Company has established corporate governance practices and procedures appropriate for a publicly listed company. The Company complies with Canadian corporate governance standards to the extent required for publicly listed companies.
The Company has, together with its Board Mandate, adopted a Code of Business Conduct (the “Code”) applicable to all Directors, officers, employees and consultants of the Company which highlights key issues and establishes procedures that allow Directors, officers and employees of the Company to submit their concerns.
The Company has established an Audit Committee, which meets regularly, and a Compensation Committee which is convened as necessary. The mandate of each committee is outlined below.
Board of Directors
The Board retains overall accountability for the running of the Company and is accountable for making decisions that could have a material impact on the business. It discharges this responsibility through the executive management team, which is responsible for the day-to-day management of the operations of the Company.
The Board gives strategic direction to the Company. The Board retains full and effective control over the Company and monitors executive management in implementing plans, policies, tactics, procedures and strategies. The ultimate responsibility for the Company rests with the Board. The Board retains effective control through a well-developed governance structure of Board subcommittees and suitable delegation of authority. There is a policy evidencing clear balance of power and authority to ensure that no one director has unfettered powers of decision making.
The Board recognises that it is responsible for implementing practices of good governance and that companies no longer act independently from the societies and the environment in which they operate. The Board is committed to high standards of corporate governance in order to facilitate an environment in which the Company’s assets are safeguarded and the interests of all stakeholders and shareholders are protected.
The Board consists of eight directors of which four directors are considered by the Board to be independent. The Chairman is responsible for leadership of the Board and for the efficient conduct of the Board’s function. The Chairman is expected to encourage the effective contribution of all Directors and promote constructive and respectful relations between Directors and senior management. The Directors believe that they have sufficient experience in implementing accounting systems and controls which provide a reasonable basis for them to make proper assessments as to the financial position and prospects of the Company.
The Board is responsible for, among other things, identifying suitable candidates to be recommended for election to the Board. Though there are no specific criteria for Board membership, the Company attempts to attract and retain directors with business knowledge and a particular knowledge of oil and gas exploration and development, or other areas such as finance, which would assist in guiding the officers of the Company. As such, nominations are typically the result of recruitment efforts and discussions among the Board.
The Company has adopted a charter for the Audit Committee which establishes the Audit Committee’s purpose and responsibilities, establishment and composition, authority, duties and responsibilities. The Audit Committee’s overall goal is to ensure that the Company adopts and follows a policy of proper and timely disclosure of material financial information and reviews all material matters affecting the risks and financial position of the Company. The Audit Committee, inter alia, meets with the Company’s external auditor and its senior financial management to review the annual and interim financial statements of the Company, oversees the Company’s accounting and financial reporting processes, the Company’s internal accounting controls and the resolution of issues identified by the Company’s auditors.
The Company has adopted terms of reference for the Compensation Committee which establishes the Compensation Committee’s purpose and responsibilities, establishment and composition, authority, duties and responsibilities. The Compensation Committee’s responsibilities include reviewing and approving the Company’s goals and objectives relating to the compensation of the Company’s executive officers, evaluating the performance of the Company’s executive officers in light of such goals and objectives, and setting the compensation level, perquisites and other benefits of the Company’s executive officers based on this evaluation. The Compensation Committee also advises the Board on recommended compensation for Board members, proposes changes in the compensation of members of the Board or any committee thereof, and retirement policies and programs and perquisites for directors.
Last updated: 28 September 2018