Board Committees

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The Board of Directors has delegated responsibility for certain key matters to specific Board Committees in order to facilitate full and proper oversight of the Company’s business.

The main Committees are:

  • Audit Committee
  • Corporate Governance Committee
  • Reserves Committee
  • Remuneration Committee

The role of the Audit Committee is to assist the Board with overseeing Ithaca’s financial reporting processes and information distributed to shareholders.  The Committee also oversees implementation of the Company’s commodity hedging policy and procedures. 

The Committee acts as a central communication point among the independent auditor, senior management of the Company and the Board.  

Responsibilities
The key responsibilities of the Audit Committee include:

  • Reviewing the financial reporting process to ensure the accuracy of the financial statements of the Company
  • Oversight of the relationship with, and performance of, the Company’s independent financial auditors
  • Assessing the processes relating to the determination and mitigation of internal and external business risks and the maintenance of an effective control environment
  • Reviewing the processes to monitor compliance with laws and regulations
  • Reviewing the Company’s approach and policies with respect to commodity prices and foreign exchange rate hedging, including approval for the execution of hedging arrangements

Committee Members
Alec Carstairs (Chairman), Brad Hurtubise, Joseph Asaf Bartfeld

The role of the Corporate Governance Committee is to assist the Board with overseeing the development of the Company’s corporate governance policies, practices and processes and succession planning for Board Directors and Executive Officers.

Responsibilities
The key responsibilities of the Corporate Governance Committee include:

  • Reviewing the structure, size and composition of the Board and making recommendations to the Board with regards to any required changes
  • Monitoring the effectiveness of the Board and its committees
  • Reviewing the adequacy and effectiveness of the Board’s governance policies, practices and procedures
  • Assessing any shareholder proposals for inclusion in a Proxy Circular

Committee Members
Alec Carstairs (Chairman), Ron Brenneman, Jay Zammit and Yosef Abu

The role of the Reserves Committee is to assist the Board with overseeing and monitoring the Company’s process for calculating its oil and gas reserves and the processes and procedures used to ensure compliance with applicable legislation and conformity with industry reporting standards.

The key responsibilities of the Reserves Committee include:

  • Reviewing the Company’s policies, practices and procedures for estimating oil and gas reserves
  • Reviewing the selection of the independent reserves assessor made by the Company’s Executive Officers
  • Monitoring the Company’s procedures for providing information to its independent reserves assessor to ensure the assessor can properly fulfil its duties
  • Reviewing and approving the results of reserves assessments with the Executive Officers, senior managers and the independent reserves assessor
  • Reviewing the procedures for reporting information associated with oil and gas producing activities

Committee Members
Ron Brenneman (Chairman), Yosef Abu, Brad Hurtubise

The role of the Remuneration Committee is to assist the Board with overseeing the remuneration paid to the Company’s Executive Officers and Board Directors and ensuring the remuneration policy promotes the attraction, motivation and retention of the highest quality Executives and staff who are capable of delivering and growing long term shareholder value.

The key responsibilities of the Remuneration Committee include:

  • Annually evaluating the performance and remuneration paid to the Executive Officers
  • Monitoring and reviewing the overall remuneration position of the Company relative to that of its industry peers
  • Reviewing the design and implementation of share option, share purchase and incentive plans
  • Ensuring the proper administration of the Company’s existing share option plan, including with regard to making option award recommendations
  • Providing an annual report to shareholders on Executive compensation in the Information Circular for the Annual & Special Shareholder Meeting

Committee Members
Ron Brenneman (Chairman), Alec Carstairs and Joseph Asaf Bartfeld