Anterra Energy Inc. (‘Anterra” or the “Corporation”) is committed to following corporate governance practices consistent with regulatory requirements and industry standards. Anterra considers good corporate governance to be central to effective, efficient and safe operations.
The members of the Board of Directors (the “Board”) of Anterra Energy Inc. (the “Corporation”) are elected annually by shareholders at the Corporation’s Annual General Meeting. The fundamental responsibilities of the Board are to: (i) appoint and oversee a competent executive team to manage the business of the Corporation, with a view to maximizing shareholder value, (ii) identify and understand the risks associated with the business of the Corporation and (iii) ensure that the Corporation conducts its affairs in an ethical and legal fashion through an appropriate system of corporate governance, internal controls and disclosure and reporting processes.
Currently, eight of the Corporation’s nine directors are independent of management.
To assist in the performance of its duties, the Board has established, and delegated certain responsibilities to, the following Committees of the Board.
The Audit and Reserves Committee reviews the annual financial statements and related financial reporting of the Corporation and meets with the external independent auditors to review and consider audit procedures and to assess the appropriateness and effectiveness of the Corporation’s financial policies, business practices and internal controls. The members of the Audit and Reserves Committee have direct access to the external auditors of the Corporation. The Audit and Reserves Committee also reviews the unaudited quarterly financial statements, management’s discussion and analysis of financial results and earnings press releases.
The Audit and Reserves Committee also oversees the annual determination and evaluation of the Corporation’s oil and gas reserves by the Corporation’s independent reserve evaluators, including disclosures in compliance with regulatory requirements.
The Environmental, Health and Safety Committee is responsible for ensuring that management has designed and implemented effective programs relating to health, safety and the environment, including the prevention or mitigation of risks and compliance with applicable legal and regulatory requirements.
The Compensation and Governance Committee is responsible for assisting the Board in monitoring, reviewing and approving overall compensation policies and practices of the Corporation, administering the Corporation’s stock option plan, assessing the effectiveness of the Board and its members, proposing new nominees for appointment to the Board and reviewing the Corporation’s approach to corporate governance and compliance with regulatory requirements.
Anterra, its directors and officers are committed to the highest standards of professional and ethical behaviour in the conduct of the Corporation’s business. The Corporation has adopted a number of Board, Committee and Employee Policies and Mandates including a Code of Business Conduct and Ethics, a Code of Ethics for Senior Officers, an Audit Committee “Whistle-Blower” Procedures Policy, a Disclosure and Confidentiality Policy, and an Insider Information Policy. These codes and policies have been implemented by the Board and set out specific practices and guidelines for good corporate governance in compliance with regulatory requirements.