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The Board of Directors has appointed an Audit Committee, a Remuneration Committee, a Corporate Governance Committee and a Reserves Committee.
The Board of Directors mandate includes among other duties and responsibilities: to approve and monitor the strategic, business and financial plans of the Corporation; to supervise performance and succession planning of senior officers; to assess the principal risk factors relating to the business of the Corporation; and to monitor and oversee the integrity of the financial reporting and disclosure. Every Director is required to act honestly and in good faith and in the best interests of the Corporation and to exercise the care, diligence and skill of a reasonably prudent person. Responsibilities not delegated to senior management or to a committee of the Board of Directors remain those of the full Board of Directors.
The Board of Directors has developed written terms of reference outlining the Audit Committee's roles and responsibilities and which provide appropriate guidance to Audit Committee members as to their duties. These terms of reference are reviewed annually by the Board of Directors. The Audit Committee reviews the annual and interim financial statements of the Corporation and makes recommendations to the Board of Directors with respect to such statements. The Audit Committee also reviews the nature and scope of the annual audit as proposed by the auditors and management, and the adequacy of the internal accounting control procedures and systems within the Corporation. The Audit Committee is responsible for ensuring that management has implemented an effective system of internal control and has oversight responsibility for management reporting on internal control.
The Corporation's full disclosure with respect to its Audit Committee (including the full text of the Audit Committee Charter) prepared in accordance with Multilateral Instrument 52-110 Audit Committees, is included in the Corporation's annual information form ("AIF") and is incorporated herein by reference. A copy of the Corporation's latest AIF can be found on SEDAR at www.sedar.com, or may be obtained on request from the Chief Financial Officer of the Corporation at Suite 1600, 311 - 6th Avenue S.W., Calgary, Alberta, T2P 3H2, Canada, Phone: (403) 668-9599.
The Remuneration Committee, whose role is to assist the Board of Directors of directors in fulfilling its obligations relating to executive management and human resource matters, makes recommendations to the Board of Directors including evaluation of the Corporation's senior management, compensation for awarding stock options, organization structure, management development and succession, employee benefits and pension plans, directors' compensation and such other matters as may be determined by the Board of Directors.
The Board of Directors has appointed a Reserves Committee. The Board of Directors has established a mandate for the Reserves Committee, which includes periodic review and updating of the Corporation's internal reserves data, meeting with the Corporation's independent reserves evaluators, independent of management and reviewing the way the Corporation's reserves information is evaluated and presented.
The members of the Reserves Committee meet with the Corporation's independent engineers, review the reserve report, review the Corporation's procedures for providing, assembling and reporting information associated with the Corporation's oil and gas activities and assist in preparation of required securities law filings related to such matters.
The Corporate Governance Committee has approved a mandate with includes among other duties and responsibilities: monitoring the effectiveness of the system of governance within the Corporation; assessing the effectiveness of the Board of Directors as a whole, committees of the Board of Directors and the contributions of individual members; and identifying, recommending, orienting and educating new directors.
The Board of Directors considers its size each year when it considers the number of directors to recommend to the shareholders for election at the annual meeting of shareholders, taking into account the number required to carry out the Board of Director's duties effectively and to maintain a diversity of view and experience.