Charter of Governance

Our Charter of Board of Directors Governance outlines the specific roles and duties of the Company's Directors.

GENERAL BOARD RESPONSIBILITIES

It is the responsibility of the Board of Directors to diligently oversee the direction and management of the Company while adhering to the highest ethical standards. Specific responsibilities are as follows:

Strategic Planning & Budgets

  • Meet in a strategy session to review and adopt the Company's strategic business plan.
  • Review and adopt the Company's corporate objectives, financial plans and budgets.
  • Review corporate performance against strategic plans, corporate objectives, financial plans and budgets.

Risk Management

  • Review semi-annually the risks identified by the Officers’ Risk Committee.
  • Identify and review the business risks of the Company and ensure that systems are in place to monitor and manage such risks.
  • Ensure that the risks are appropriate, thoroughly understood and studied and are in line with achieving the corporate objectives.

Communication Review

  • Review annually the Company’s Corporate Disclosure Policy and ensure that it is being followed.

Executive Personnel

  • Approve the hiring of executive officers.
  • Establish and review annually, job descriptions for executive officers.
  • Monitor and measure executive officers’ performances. 
  • Ensure all executive officers have current employment, non-competition and confidentiality agreements.
  • Review major Company organizational and staffing issues.
  • Succession planning for the CEO and other key officers.

Systems Integrity

  • Ensure that the Company maintains appropriate internal controls and management information systems.
  • Ensure that the Company, its executives and employees conduct themselves in an ethical manner and in compliance with laws, regulations, audit and accounting principles and the Company’s own governing policies.
  • Ensure that the Board of Directors has free and full access to management regarding all matters of compliance and performance.
  • Ensure that Company has adopted a code of conduct for the company’s principal executive officer, senior financial officers and all employees. Review the Company Code of Conduct annually and approve amendments by a simple majority of the Board of Directors.

Material Transactions

  • Review and approve any material transactions outside of the corporate budget, including but not limited to long term contracts, licenses or obligations which will outlive an individual's relationship with the Company.

Whistleblower Mechanism

  • Adopt and review annually a mechanism through which employees and others can directly and anonymously contact the Board with concerns about conduct which the employee reasonably believes constitutes fraud or some other violation of law.  The mechanism must include procedures for responding to, and keeping of records of, any such expressions of concern.

BOARD STRUCTURE AND FUNCTION

Composition of the Board of Directors

  • Ensure that the majority of Directors are “independent” as defined by the Company's governing regulatory bodies.

Annual Disclosure of Directors

  • Publicly disclose conclusions as to the independence of the directors as defined by the Company's governing regulatory bodies.

Nominating and Assessing Directors

  • Appoint a Governance and Nominating Committee to nominate new board members as required and assess current directors’ performances.
  • Review promptly the continued Board membership of any director whose employment or professional status has materially changed.

Position of Chairman of the Board

  • Ensure the Chairman of the Board is an independent director.

Board Evaluation

  • Review and assess its own performance in fulfilling its duties outlined in this charter and any other duties charged to the Board, including the performance of individual directors.

Examination of Size of Board

  • Annually review the size of the Board and the impact of that size on the effectiveness of the Board.
  • Consider whether it is appropriate to reduce or increase the size of the Board.

Compensation of Directors

  • Annually review the adequacy and form of all compensation paid Directors.
  • Consider that compensation should reflect responsibilities and risk.

Composition of Board Committees

  • Consider that Board committees should generally consist of outside directors.
  • Ensure that the directors on all committees, except for the Officer’s Risk Management and the Disclosure and Compliance committees, be independent and unrelated directors.
  • Review the independence of all directors with respect to various regulatory requirements and ability to serve on any Committee.

Audit Committee

  • Assign general responsibility to the Audit Committee to oversee (1) the integrity of the Company’s financial statements and its financial reporting and disclosure practices, (2) the soundness of the Company’s systems of internal controls regarding finance and accounting compliance, and (3) the appointment, compensation, independence and performance of the Company’s auditors.
  • Ensure that all committee members are independent.
  • Review the Audit Committee Charter annually and, when necessary, suggest changes to its Charter, to be ratified by the entire Board.
  • Nominate a financial expert (as defined by the SEC) to the Board of Directors and appoint to the Audit Committee.
  • Review and consider a presentation by the Officers’ Risk Committee twice per annum.

Reserves and Health, Safety, Environment and Social Responsibility Committee

  • Assign general responsibility to the Reserves, Health, Safety, Environment and Social Responsibility Committee to oversee (1) the integrity of the oil and gas reserves of the Company, (2) compliance by the Company with legal and regulatory requirements related to reserves, and (3) qualifications, independence and performance of the Company’s independent Reserves evaluators, and performance of the Company’s procedures for providing information to the independent Reserves evaluator.
  • Assign general responsibility to the Health Safety Environment Social Responsibility Committee to oversee the development and implementation of an effective HSES management system to ensure that the Company’s activities are planned and executed in a safe and responsible manner.
  • Engage or authorize investigations into any matters within the scope of its responsibilities.
  • Review the Reserves, Health, Safety, Environment and Social Responsibility Charter annually and when necessary, suggest changes to its Charter, to be ratified by the entire Board.

Compensation, Human Resources and Governance Committee

  • Assign general responsibility for senior executive compensation to the Compensation, Human Resources and Governance Committee, including a review of compensation and performance in relation to Corporate Objectives.
  • Engage as considered necessary a third party compensation consultant to assist in the review of executive and board compensation.
  • Produce or approve annually a report on executive compensation for inclusion in Company’s annual management information circular.
  • Review the Compensation, Human Resources and Governance Committee Charter annually and, when necessary, suggest changes to its Charter, to be endorsed by the entire Board.
  • Review annually the Company's long term incentive plans and the incentive stock option plan.
  • Approve all grants under the Company's stock-based long-term incentive compensation plans.
  • Assign general responsibility for governance to the Compensation, Human Resources and Governance Committee.
  • Identify new individuals qualified to become Board of Director members.
  • Provide a list of Board of Directors nominees for each annual meeting.
  • Ensuring that the Board of Directors Committees adhere to their respective charters, and
  • Reviewing on an annual basis the corporate governance policies and procedures of the Company.
  • Ensure appropriate orientation for new directors.

Officer’s Risk Committee

  • Semi-annually conduct and review an assessment of the risks affecting the Company (“Corporate Risk Profile”).
  • Review annually the Charter of the Officers’ Risk Committee and when necessary, suggest changes to its Charter, to be ratified by the entire Board.
  • Assign general responsibility to the Officers’ Risk Committee to monitor and manage business risk including (1) annually coordinating the development of an assessment of the risks affecting the company (2) annually overseeing a review and evaluation of the Corporate Risk Profile, (3) develop action plans to address critical risks as needed, (4) monitor emerging risks to the Company and (5) communicate material findings, recommendations and any related action plans to the Audit Committee and Board of Directors as appropriate.

Disclosure and Compliance Committee

  • Assign general responsibility to the Disclosure and Compliance Committee to monitor and ensure that (1) all directors, management and employees of the Company area at all times fully aware of their obligations under the AIM Rules for Companies and AIM Note for Mining, Oil and Gas Companies, the EU Market Abuse Regulation as well as the disclosure rules and regulations of the Toronto Stock Exchange  and the disclosure rules and regulations of the Nasdaq Stock Exchange, (2) achieve the objective of ensuring that communications and disclosure to the public about the Company are informative, timely, factual, balanced and accurate and are broadly disseminated in accordance with all applicable legal and regulatory requirements; (3) ensure that the directors, management and employees of the Company are at all times fully aware of the Company's approach to disclosure; and (4) monitor compliance with the Company's Disclosure Policy, Share Dealing and Insider Trading Policy and AIM Compliance Code (collectively, the "Policies").
  • The chairman of the Committee will report formally to the Board on its proceedings at least twice annually on all matters within its duties and responsibilities.

Outside Advisors for Directors

  • Ensure that individual directors are permitted to engage outside advisors at the Company’s expense.

General

  • Perform such other functions as prescribed by law and in the Company’s By-laws.

Amendments to Charter of Director Governance and Expectations

  • Annually review this Charter and propose amendments to be ratified by a simple majority of the Board of Directors.