HUMAN RESOURCES AND COMPENSATION COMMITTEE CHARTER

Transcription

1 HUMAN RESOURCES AND COMPENSATION COMMITTEE CHARTER PURPOSE The Human Resurces and Cmpensatin Cmmittee (the Cmmittee ) f Precisin Drilling Crpratin (the Crpratin ) is a standing cmmittee f the bard f directrs f the Crpratin (the Bard r the Bard f Directrs ) appinted t assist the Bard f Directrs in fulfilling its versight respnsibilities fr human resurces plicies, executive cmpensatin, pensin and benefit prgrams, successin planning and emplyee develpment. COMMITTEE RESPONSIBILITIES The Cmmittee shall: Cmpensatin and Benefits establish and versee the design f the Crpratin's verall cmpensatin plicies and the develpment and implementatin f cmpensatin prgrams; review and apprve, fr recmmendatin t the Bard f Directrs, the gals and bjectives relevant t the cmpensatin f the Chief Executive Officer ( CEO ) and the senir executive fficers wh reprt directly t the CEO; evaluate the perfrmance f the CEO and the senir executive fficers wh reprt directly t the CEO in light f their respective crprate gals and bjectives; evaluate and ensure the cmpetitiveness f the cmpensatin package f the CEO and senir executive fficers wh reprt directly t the CEO. In cnducting such review, the Cmmittee may cnsider, amng ther things, as apprpriate: the cmpensatin packages, including shrt and lng-term incentive plan awards, fr the prir year, the Cmmittee s evaluatin f the perfrmance f the CEO and the ther senir fficers; the CEO s evaluatin f the perfrmance f the ther senir fficers, the Crpratin s perfrmance and sharehlder return, whether such cmpensatin packages reflect an apprpriate balance between shrt and lng-term incentives t imprve perfrmance f the Crpratin, the balance f risk and reward imbedded in the cmpensatin plan structure, and the cmpetitiveness f the package including the value f similar incentive awards paid t equivalent fficers and psitins at cmparable cmpanies; review and recmmend, fr apprval by all independent members f the Bard f Directrs:

2 - 2 - all frms f cmpensatin fr the CEO; the executive emplyment agreement f the CEO; review and recmmend, fr apprval by the Bard f Directrs: all frms f cmpensatin fr the senir executive fficers wh reprt directly t the CEO; any executive emplyment agreements f senir executive fficers wh reprt directly t the CEO in respect f cmpensatin, benefits, r terminatin arrangements and versee administratin f any such agreements as required; the implementatin f, r any changes t equity-based cmpensatin plans, including the Omnibus Incentive Plan, stck ptin plans, deferred share unit plans, restricted share unit plans and perfrmance share unit plans r any ther incentive r cmpensatin plan invlving the issuance f securities f the Crpratin, subject t limited exceptins determined by Management in accrdance with the terms f such plans; actins with respect t the Crpratin s equity-based cmpensatin plans including payments and awards made under such equity-based cmpensatin plans and any amendments theret; the metrics and awards under the Crpratin s shrt-term incentive cmpensatin prgram the reservatin f cmmn shares f the Crpratin fr the Omnibus Incentive Plan and such ther equity-based cmpensatin plans as applicable; apprve, and reprt t the Bard f Directrs: the selectin, frm time t time, the cmparatr grup f cmpanies t be used fr directr and executive cmpensatin purpses; the implementatin f, r changes t, any ther cmpany-wide cmpensatin plan r emplyee benefit prgram; delegate the nging supervisin f the administratin f the benefit and gvernance aspects f the Crpratin s pensin plan t a pensin cmmittee, cmprised f members f the Crpratin s management team appinted by this Cmmittee in accrdance with the terms f the pensin cmmittee s charter, which terms shall be apprved by this Cmmittee; with respect t the versight f the benefit and gvernance aspects f the Crpratin s pensin plan, specifically t: mnitr activities f the pensin cmmittee and receive updates at least quarterly r as therwise required by applicable law n pensin plan administratin, including cmpliance f the Crpratin s pensin plan with applicable law; cnsider and apprve any majr benefit changes in the Crpratin s pensin plan after cnsultatin with the Audit Cmmittee in respect f any significant effect such changes may have n pensin financial matters; make recmmendatins t the Bard n any f the Crpratin s pensin plan initiatives, terminatins r cnversins; prvide advice t the Bard n any matters cncerning pensin plan gvernance;

3 - 3 - undertake, n behalf f, and reprt, t the Bard f Directrs, such ther cmpensatin initiatives as may be necessary r desirable t cntribute t the success f the Crpratin and enhance sharehlder value; Human Resurces review, in cnsultatin with Management, the Crpratin s perfrmance management prcesses; review, in cnsultatin with Management, the Crpratin s talent management prcesses and training prgrams and alignment with the Crpratin s strategic bjectives; review the recmmendatins frm the CEO regarding the appintment f fficers, fr recmmendatin t the Bard f Directrs; receive infrmatinal reprts regarding rganizatin and talent management strategies; annually review, with the CEO, the Psitin Descriptin fr the CEO, and with the Cmmittee s discretin, recmmend any changes t the Crprate Gvernance, Nminating and Risk Cmmittee fr cnsideratin; annually review the successin, including designated emergency replacement, and develpment plans f the CEO and fficers in cnsultatin with the CEO; Reprting and Disclsure Requirements versee an annual executive cmpensatin risk assessment; apprve and reprt t the Bard f Directrs the executive cmpensatin discussin and analysis t be included in the Crpratin s management infrmatin circular and/r such ther public disclsure dcument as applicable; review and reprt t the Bard f Directrs the results f any sharehlder advisry vte n executive cmpensatin held in accrdance with the applicable plicies f the Crpratin; Share Ownership Guidelines review directr and executive share wnership and recmmend t the Bard f Directrs any amendments t the directrs and fficers share wnership guidelines; Cmmittee Gvernance annually establish a set f bjectives fr the Cmmittee fr the respective calendar year, with the status f such bjectives t be reviewed and evaluated by the Cmmittee n a quarterly basis; meet in separate nn-management, clsed sessins with any ther internal persnnel r external advisrs, as necessary r apprpriate; and review annually its wn perfrmance; Cmmittee Establishment, Structure and Authrity (a) Cmpsitin The Cmmittee shall cnsist f n fewer than three members, at least 25 percent f whm must be resident Canadians. Each member f the Cmmittee shall be independent in accrdance with: (i) Canadian Securities Administratrs Natinal Instrument (ther than fr purpses f membership in the Audit Cmmittee); (ii)

4 - 4 - Sectin 303A.02 f the NYSE Listed Cmpany Manual; and (iii) any additinal requirements r guidelines fr cmpensatin cmmittee service under applicable securities laws and the rules f any stck exchange n which the shares f the Crpratin are listed fr trading. (b) Appintment and Replacement f Cmmittee Members Each member f the Cmmittee shall serve at the pleasure f the Bard f Directrs. Any member f the Cmmittee may be remved r replaced at any time by the Bard f Directrs and shall autmatically cease t be a member f the Cmmittee upn ceasing t be a directr f the Crpratin. The Bard f Directrs shall fill any vacancy if the membership f the Cmmittee is less than three Directrs r minimum Canadian residency requirements are nt met. If and whenever a vacancy shall exist n the Cmmittee, the remaining members may exercise all their pwer s lng as a qurum remains in ffice and the minimum Canadian residency requirements are met. Subject t the freging, the members f the Cmmittee shall be appinted by the Bard f Directrs annually and each member f the Cmmittee shall hld ffice until the next annual meeting f the sharehlders f the Crpratin after his r her appintment r until his r her successr shall be duly elected r appinted. (c) Qurum A majrity f the Cmmittee with at least 25 percent resident Canadians present in persn r by telephne r ther telecmmunicatin device that permits all persns participating in the meeting t speak t each ther, shall cnstitute a qurum. (d) Review f Charter and Psitin f the Cmmittee Chair The Cmmittee shall review and reassess the adequacy f this Charter and the descriptin f the Cmmittee Chair descriptin at least annually and therwise as it deems apprpriate, and recmmend changes t the Crprate Gvernance, Nminating and Risk Cmmittee f the Bard f Directrs. The Cmmittee shall reference this Charter in establishing its annual gals and meeting bjectives. (e) Delegatin The Cmmittee may delegate frm time t time t any individual member r subcmmittee f members, any f the Cmmittee s respnsibilities that lawfully may be delegated. (f) Reprting t the Bard f Directrs The Cmmittee will reprt, thrugh the Chair f the Cmmittee, t the Bard f Directrs n matters cnsidered by the Cmmittee, its recmmendatins and perfrmance relative t its annual bjectives and its Charter. (g) Cmmittee Chair Respnsibilities The Bard f Directrs shall appint a Chair f the Cmmittee wh is expected t prvide leadership t the Cmmittee t enhance its effectiveness. In such capacity, the Chair f the Cmmittee will perfrm the duties and respnsibilities set frth in the Psitin Descriptin - Human Resurces and Cmpensatin Cmmittee Chair.

5 - 5 - (h) Absence f Cmmittee Chair If the Cmmittee Chair is nt present at any meeting f the Cmmittee, ne f the ther members f the Cmmittee present at the meeting shall be chsen by the Cmmittee t preside at the meeting. (i) Calling f Meetings Any member f the Cmmittee, the Chairman f the Bard f Directrs r the Crprate Secretary f the Crpratin may call a meeting f the Cmmittee. The Cmmittee shall meet at least fur times per year and as many additinal times as needed t carry ut its duties effectively. (j) Ntice f Meetings Ntice f the time and place f every meeting shall be given in writing r electrnic cmmunicatin t each member f the Cmmittee at least 48 hurs prir t the time fixed fr such meeting; prvided, hwever, that a member may in any manner waive ntice f a meeting. Attendance f a member at a meeting is a waiver f ntice f the meeting except where a member attends a meeting fr the express purpse f bjecting t the transactin f any business n the grunds that the meeting was nt lawfully called. (k) Prcedure, Recrds and Reprting Subject t any statute r articles r by-laws f the Crpratin, the Cmmittee shall fix its wn prcedures at meetings, keep recrds f its prceedings and reprt t the Bard f Directrs, generally nt later than the next scheduled meeting f the Bard f Directrs that fllws the Cmmittee meeting. In discharging its respnsibilities, the Cmmittee shall have full access t any relevant recrds f the Crpratin. (l) Attendance f Others at Meetings The Cmmittee may request any fficer r emplyee f the Crpratin t attend a meeting f the Cmmittee r meet with any members f, r cnsultants t, the Cmmittee. (m) Outside Experts and Advisrs The Cmmittee may retain, and set and pay the cmpensatin t, any utside expert r advisr, including but nt limited t human resurces advisrs, legal, accunting, financial r ther cnsultants, at the Crpratin's expense, in rder t permit the Cmmittee t carry ut its duties. The Cmmittee will assure itself as t the independence f any utside expert r advisr. In making such determinatin the Cmmittee will cnsider all factrs relevant t the utside expert r advisr s independence frm management including: the prvisin f ther services t the Crpratin by the utside expert r advisr; the amunt f fees received frm the Crpratin by the utside expert r advisr, as a percentage f the ttal revenue f the utside expert r advisr; the plicies and prcedures f the utside expert r advisr that are designed t prevent cnflicts f interest;

6 - 6 - any business r persnal relatinship f the utside expert r advisr with a member f the Cmmittee r with an executive fficer f the Crpratin; and any securities f the Crpratin wned by the utside expert r advisr. Apprved effective July 31, 2018