CHARTER OF RESERVES, HEALTH, SAFETY, ENVIRONMENT AND SOCIAL RESPONSIBILITY COMMITTEE 2018

Transcription

1 CHARTER OF RESERVES, HEALTH, SAFETY, ENVIRONMENT AND SOCIAL RESPONSIBILITY COMMITTEE 2018 The Reserves, Health, Safety, Envirnment and Scial Respnsibility Cmmittee Charter utlines the specific rles and duties f the members f the Reserves, Health, Safety, Envirnment and Scial Respnsibility Cmmittee ( the RHSES Cmmittee ), a cmmittee f the bard f directrs (the Bard f Directrs r Bard )_. GENERAL FUNCTIONS, AUTHORITY, AND ROLE RESERVES The RHSES is a cmmittee f the Bard f Directrs appinted t assist the Bard in mnitring (1) the integrity f the il and gas reserves f the Cmpany, (2) cmpliance by the Cmpany with legal and regulatry requirements related t reserves, (3) qualificatins, independence and perfrmance f the Cmpany's independent reserve evaluatrs, (4) perfrmance f the Cmpany s prcedures fr prviding infrmatin t the independent reserve evaluatrs, and (5) resurces ther than reserves reprted by the Cmpany. The RHSES Cmmittee has the pwer t cnduct r authrize investigatins int any matters within its scpe f respnsibilities, with full access t all bks, recrds, facilities and persnnel f the Cmpany, its reserve evaluatrs and its legal advisrs. In cnnectin with such investigatins r therwise in the curse f fulfilling its respnsibilities under this Charter, the RHSES Cmmittee has the authrity t independently retain special legal, engineering, r ther cnsultants t advise it, and may request any fficer r emplyee f the Cmpany, its independent legal cunsel r independent reserve evaluatrs t attend a meeting f the RHSES Cmmittee r t meet with any members f, r cnsultants t, the RHSES Cmmittee. The RHSES Cmmittee als has the pwer t create specific sub-cmmittees with all f the investigative pwers described abve. The Cmpany's independent reserve evaluatrs are ultimately accuntable t the Bard f Directrs and t the RHSES Cmmittee. The members f the RHSES Cmmittee, as representatives f the Cmpany's sharehlders, have the ultimate authrity and respnsibility t evaluate the independent reserve evaluatrs, and t select the independent reserve evaluatrs n an annual basis (as a minimum) r as required. In the curse f fulfilling its specific respnsibilities hereunder, the RHSES Cmmittee must maintain free and pen cmmunicatin between the Cmpany's independent reserve evaluatrs, the Bard f Directrs and Cmpany management. The respnsibilities f a member f the RHSES Cmmittee are in additin t such member's duties as a member f the Bard f Directrs. While the RHSES Cmmittee has the respnsibilities and pwers set frth in this Charter, it is nt the duty f the RHSES Cmmittee t plan r cnduct reserve evaluatins r t determine that the Cmpany's reserve statements are cmplete, accurate, and in accrdance with generally accepted engineering principles. This is the respnsibility f management and the independent reserve evaluatrs. Nr is it the duty f the RHSES Cmmittee t cnduct investigatins, t reslve disagreements, if any, between management and the independent reserve evaluatrs (ther than disagreements regarding reserve reprting), r t assure cmpliance with laws and regulatins. HEALTH, SAFETY, ENVIRONMENT AND SOCIAL RESPONSIBILITY ( HSES ) The RHSES Cmmittee will assist the Bard f Directrs in carrying ut its respnsibility t the develpment and implementatin f an effective HSES management system t ensure that the Cmpany s activities are planned and executed in a safe and respnsible manner. Reviewed & Apprved by the Bard f Directrs On August 10, 2018

2 3 The RHSES Cmmittee has the pwer t cnduct r authrize investigatins int any matters within its scpe f respnsibilities, with full access t all bks, recrds, facilities and persnnel f the Cmpany. In cnnectin with such investigatins r therwise in the curse f fulfilling its respnsibilities under this Charter, the RHSES Cmmittee has the authrity t independently retain special legal r ther cnsultants t advise it, and may request any fficer r emplyee f the Cmpany t attend a meeting f the RHSES Cmmittee r t meet with any members f, r cnsultants t, the RHSES Cmmittee. Capital Budget The RHSES Cmmittee will assist the Bard f Directrs in carrying ut its respnsibility t apprve the annual capital budget. The Cmmittee will review the technical merits f the prpsed investments and recmmend fr apprval t the Bard the prpsed investments f the annual capital budget. MEMBERSHIP The membership f the RHSES Cmmittee will be as fllws: The RHSES Cmmittee will cnsist f a minimum f three independent members f the Bard f Directrs, appinted annually, all f whm are affirmatively cnfirmed as independent by the Bard f Directrs, with such affirmatin disclsed in the Cmpany s Annual Infrmatin Circular and Prxy Statement. The membership f the Cmmittee shall meet all independence requirements f applicable securities laws and the Trnt Stck Exchange r similar requirements f such ther securities exchange r qutatin system r regulatry agency as may frm time t time apply t the Cmpany. The Bard will elect, by a majrity vte, ne member as chairpersn. Members f the RHSES Cmmittee may nt, ther than in his r her capacity as a member f the RHSES Cmmittee, the Bard f Directrs, r any ther Bard cmmittee, accept any cnsulting, advisry, r ther cmpensatry fee frm the Cmpany, and may nt be an affiliated persn f the Cmpany r any subsidiary theref. RESPONSIBILITIES The respnsibilities f the RHSES Cmmittee shall be as fllws: Frequency f Meetings Meet quarterly r as ften as may be deemed necessary r apprpriate in its judgment, either in persn r by telephne. Meet with the independent reserve evaluatrs at least annually, either in persn r by telephne. Reprting Respnsibilities Prvide t the Bard f Directrs prper Cmmittee minutes. Reprt RHSES Cmmittee actins t the Bard f Directrs with such recmmendatins as the Cmmittee may deem apprpriate. Prvide a Reprt f Management and Directrs n Oil and Gas Disclsure fr the Cmpany s Annual Infrmatin Frm as prescribed in Frm F3 f Natinal Instrument Standards f Disclsure fr Oil and Gas Activities ( NI ) (r as amended frm time t time). Prvide a quarterly reprt t the Bard f Directrs n reserves.

3 4 Review and apprve annually, the annual peratinal targets (including specific HSES targets) fr cnsideratin by the. Cmpensatin, Human Resurces and Gvernance Cmmittee ( CHR&G Cmmittee ) in the shrt term incentive plan ( STIP ). Prvide the CHR&G Cmmittee an annual reprt f peratinal perfrmance n STIP targets. Keep the Bard apprised n a quarterly basis with a 2-page update n HSES. Charter Evaluatin Annually review and reassess the adequacy f this Charter and recmmend any prpsed changes t the Bard f Directrs fr apprval. Independent Reserve Evaluatrs Annually engage the independent reserve evaluatrs. Evaluate the perfrmance f the independent reserve evaluatrs. Independence Test Take reasnable steps t cnfirm the independence f the independent reserve evaluatrs, which will include: ensuring receipt frm the independent reserve evaluatrs f a frmal written statement delineating all relatinships between the independent reserve evaluatrs and the Cmpany, cnsistent with the Independence Standards Bard Standard N. 1 and related Canadian regulatry bdy standards; cnsidering and discussing with the independent reserve evaluatrs any relatinships r services, including nn-reserves services, that may impact the bjectivity and independence f the independent reserve evaluatrs; and as necessary, taking, r recmmending that the Bard f Directrs take, apprpriate actin t versee the independence f the independent reserve evaluatrs. RHSES Cmmittee Meetings Keep minutes f RHSES Cmmittee meetings and reprt t the Bard fr apprval f any actins taken r recmmendatins made. The RHSES Cmmittee may request the presence f the independent reserve evaluatrs at any RHSES Cmmittee meeting. At the request f the independent reserve evaluatrs, cnvene a meeting f the RHSES Cmmittee t cnsider matters the reserve evaluatrs believe shuld be brught t the attentin f the directrs r sharehlders. Meet n an annual basis (independent f management) with senir persnnel respnsible fr HSES. Restrictins Ensure n restrictins are placed by management n the scpe f the independent reserve evaluatrs review and examinatin f the Cmpany s infrmatin.

4 5 Ensure that n fficer, directr r emplyee f the Cmpany attempts t fraudulently influence, cerce, manipulate r mislead any evaluatr engaged in the preparatin f the Cmpany s il and gas reserve statements. RESERVES AND REVIEW PROCESS AND RESULTS Scpe Cnsider, in cnsultatin with the independent reserve evaluatrs, the reserves scpe and plan f the independent reserve evaluatrs fr review and apprval by the RHSES Cmmittee. Review Prcess and Results Cnsider and review with the independent reserve evaluatrs the matters required t be discussed pursuant t NI , as may be mdified r supplemented frm time t time. Review and discuss with management and the independent reserve evaluatrs at the cmpletin f the annual evaluatin: the Cmpany's reserves and related ntes; the Cmpany s Management Discussin & Analysis and news releases related t the Cmpany s reserves; the independent reserve evaluatr s evaluatin and reprts theren; The Cmpany s prcedures fr prviding infrmatin t the qualified reserves evaluatrs r auditrs wh reprt n reserves data, cntingent resurce data r prspective resurces data; any significant changes required in the independent reserve evaluatr s evaluatin plan; and any serius difficulties r disputes with management encuntered during the curse f the reserves evaluatin. Prvide a Reprt f Management and Directrs n Oil and Gas Disclsure fr the Cmpany s Annual Infrmatin Frm as prescribed in Frm F3 f NI (r as amended frm time t time). Review and discuss with management and make a recmmendatin fr apprval t the Bard any reserve statements prir t public disclsure. Review with management and apprve internal reserve estimates used fr Quarterly Financial Statements. Review with independent reserve evaluatrs and management, as necessary r apprpriate, independent interim reserve r resurce statements and the reprt f the independent reserves evaluatrs prepared during each year. Review, discuss with management and apprve interim independent reserve and/r resurce statements prir t public disclsure. Meet separately with the independent reserve evaluatrs and management, as necessary r apprpriate, t discuss any matters that the RHSES Cmmittee r any f these grups believe shuld be discussed privately with the RHSES Cmmittee.

5 6 Review with management and the independent reserve evaluatrs any crrespndence with regulatrs r gvernmental agencies and any emplyee cmplaints r published reprts which raise material issues regarding the Cmpany's reserves. Ensure that the Cmpany is resurced with a qualified persn as defined in the Guidance Nte fr Mining and Oil & Gas Cmpanies June 2009 f the Lndn Stck Exchange. Securities Regulatry Filings Review filings t be made with the Canadian prvincial securities cmmissins the United States Securities Exchange Cmmissin and/r t the AIM market perated by the Lndn Stck Exchange ther published dcuments cntaining the Cmpany's reserve statements and cnsult with the Cmpany s nminated advisr in their respect. Capital Budget Review and discuss with management the technical merits f the annual capital budget. Recmmend apprval f investment grade prjects in the capital budget t the Bard f Directrs. HEALTH, SAFETY, ENVIRONMENT AND SOCIAL RESPONSIBILITY REVIEW AND RESULTS Review and recmmend changes t the HSES framewrk management system annually. Review and endrse the HSES strategic plan annually. Review annually the Cmpany s HSES plicy t ensure it cmplies with applicable legislatin and with industry standards. Review quarterly, HSES perfrmance. Review quarterly, all serius incidents r near misses that have the ptential t have had serius utcmes. Review quarterly results f any internal r external HSES audit results. Review quarterly, HSES legislative and regulatry changes f significance. Review quarterly, current utstanding r pending litigatin pertaining t HSES. Review quarterly, the HSES annual plan and prgress. AMENDMENTS TO THE CHARTER OF RESERVES, HEALTH, SAFETY, ENVIRONMENT AND SOCIAL RESPONSIBILITY COMMITTEE Annually review this Charter and prpse amendments t be ratified by a simple majrity f the Bard f Directrs.