Board Mandate

The primary responsibility of the Board is to appoint competent management and to oversee the management of the Company with a view to ensuring corporate conduct in an ethical and legal manner through an appropriate system of corporate governance and internal controls.

The Board has absolute and exclusive power, control and authority over the property and affairs of the Company.

Subject to the provisions of the Business Corporations Act (Alberta), the Board may delegate certain of those powers and authority that the directors of the Company, or independent directors, as applicable, deem necessary or desirable to effect the actual administration of the duties of the Board.

The Chair of the Board will be independent and the role of the Chair of the Board will be to effectively manage and to provide leadership to the Board and to ensure that the policies and procedures adopted by the Board allow the Board to function independently of management. Where matters arise at meetings of the Board which require decision making and evaluation that is independent of management and interested directors of the Company, directors will hold an “in-camera” session among the independent disinterested directors, without management present at such meeting.

A copy of the Board of Directors Mandate is available here.

Position Descriptions

The Board has adopted written guidelines for the Chair of the Board (available here), the Chair of each of the Audit Committee, the Governance and Compensation Committee, the Reserves Committee (available here) and the President and Chief Executive Officer of the Company (available here).

The primary responsibilities of the Chair of the Board will include:

1. ensuring that the Board is properly organized, functions effectively and meets its obligations and responsibilities in all aspects of its work, including those relating to corporate governance matters; and
2. working with the Chief Executive Officer to co-ordinate the affairs of the Board and ensure effective relations with the directors of the Company, shareholders, other stakeholders and the public.

The responsibilities of the Chair of each committee will include:

1. ensuring that their respective committee is properly organized, functions effectively and meets its obligations and responsibilities in accordance with its mandate; and
2. to liaise and communicate with the Chair of the Board to co-ordinate input from the committee for Board meetings.

The primary responsibilities of the President & Chief Executive Officer will include:

1. providing general direction and management of the business and affairs of the Company in accordance with the corporate strategy and objectives approved by the Board, within the authority limitations delegated by the Board; and
2. establishing processes of supervision of the business and affairs of the Company that are consistent with corporate objectives, ensuring that procedures are in place for proper external and internal corporate communications to all stakeholders, and monitoring and reporting results to the Board.