Pacific E&P is committed to the highest standards of corporate governance and is governed by the applicable Canadian securities regulations and the rules and regulations of the exchanges on which the Company has its securities listed.

The Board of Directors delegates certain responsibilities to the following standing committees.

Audit Committee

The Audit Committee is mandated to monitor audit functions, the preparation of financial statements, review press releases on financial results, review other regulatory documents as required, and meet with outside auditors independently of management.

The primary role of the Audit Committee is to ensure that the Company’s management has designed and implemented an effective system of internal financial controls, and to review and report on the integrity of the consolidated financial statements of the Company and related financial information. In pursuing these objectives, the Audit Committee maintains effective working relations with the Board of Directors and management; monitors the relations with the external auditors; and reviews the effectiveness of the internal audit function.

Compensation and Human Resources Committee

The Compensation and Human Resources Committee determines the compensation policy for the Chief Executive Officer, and the Executive Directors. The Compensation and Human Resources Committee monitors the compensation for other senior executives and makes recommendations to the Board of Directors.

Corporate Governance and Nominating Committee

The Corporate Governance and Nominating Committee assists the Board by providing it with recommendations relating to corporate governance in general, including, without limitation: (a) all matters relating to the stewardship role of the Board in respect of the management of the Company, (b) Board size and composition, including the candidate selection process and the orientation of new members, (c) Board compensation, and (d) such procedures as may be necessary to allow the Board to function independently of management. The committee also oversees compliance with policies associated with an efficient and effective system of corporate governance.

New Business Opportunities Committee

The Board created the New Business Opportunities Committee to review and approve related party transactions. The committee is apprised of related party transactions prior to implementation, engages independent legal counsel, as needed, and meets in camera to deliberate.  This committee also reviews the business rationale it and ensures that it is in compliance with applicable securities laws and the Company’s debt covenants. Additionally, the committee monitors related party transactions.

Reserves Committee

The Reserves Committee is responsible for reviewing the Company’s externally disclosed oil and gas reserves estimates, including the qualification of, and procedures used by, the independent engineering firm(s) responsible for evaluating the Company’s reserves.

Sustainability Committee

The Sustainability Committee is appointed by the Board of Directors of the Company to assist the Board in carrying out the Company’s corporate sustainability policies, including environmental, social, health, safety and ethical matters, and is responsible for advising the Board, committees of the Board and executive management on such matters.

 

Pacific E&P and its Board of Directors recognize the importance of sound Corporate Governance Practices. In 2010 the Company, through the Corporate Governance and Nominating Committee, undertook a review of its corporate governance policies and practices. Since then, the committee regularly conducts similar reviews to ensure that the Company is continually adopting best practices.

As a result of these reviews, the Committee has recommended certain enhancements to the Company’s corporate governance policies and practices, all of which have been adopted by the Board of Directors, including:

  • Appointing a Lead Independent Director (implemented in 2010);
  • Adding three additional independent Directors in the Board of Directors (implemented in 2010);
  • Formalizing in camera meetings for Independent Directors (implemented in 2010);
  • Adopting minimum attendance requirements for Board and committee meetings (implemented in 2010);
  • Adopting a skills matrix for Directors (implemented in 2011);
  • Adopting minimum shareholding requirements for Directors (implemented in 2011);
  • Enhancing the formal assessment process for Directors (implemented in 2011);
  • Adopting a formal director education program at the Institute of Corporate Directors (implemented in 2011);
  • Revising the Company’s Stock Options Plan in order to eliminate stock option grants to non-executive directors and introducing a Director Deferred Share Unit Plan to align the interests of non-executive directors with those of shareholders (both implemented in 2012);
  • Adopting a director tenure and refreshment policy (implemented in 2013);
  • Formalizing a succession plan supervised by the Corporate Governance and Nominating Committee (implemented in 2013);
  • Compensation and Human Resources Committee

Pacific E&P is committed to responsible corporate governance, transparency, corporate social responsibility and sustainability.

As such, Pacific E&P has established a series of rules, policies, principles and practices for the Company, its shareholders and other stakeholders to follow. Such policies may be found by clicking on the following links: