Board Index. alberta. 2o15

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2 Introduction Introduction Spencer Stuart s Calgary office is pleased to present its 2015 Alberta Board Index. Spencer Stuart Calgary opened in 2008 to respond to the growing demand for senior-level leadership services in Western Canada. Our team of three consultants, supported by a strong research and administration team, leverage their experience and insight across a breadth of industries including oil and gas, power and utilities, metals and mining, financial services and others. The Calgary office also assists clients on a range of leadership issues, including: CEO succession; leadership assessment; board effectiveness assessment; and team and cultural alignment. In its fourth edition, the Alberta Board Index provides a snapshot of trends in board composition, practices and compensation among 100 of Alberta s leading publicly traded companies. The index highlights noteworthy findings across Alberta s oil and gas sector, and compares findings to publicly traded companies in other industries. We hope you find the 2015 Alberta Board Index informative and useful. As always, we welcome and value your suggestions for future indices. 30% Percentage of new director appointments who are female $220,000 Median retainer for board chairs 42% Percentage of companies who disclose a term limit or retirement age as part of board renewal $120,000 Spencer Stuart s Calgary Team T: Median retainer for board directors Cliff Howe John McKay Helen Wesley Spencer Stuart publishes 23 indices around the world and has been reporting specifically on Canadian Board trends and practices since PAGE 3 SPENCER STUART

3 Table of Contents Introduction Table of Contents Methodology 6 1 Board Composition 8 A Look at Skills Matrices 10 New Director Appointments 11 Board Size 12 Interlocks 13 Gender Diversity 14 Geographic Diversity 16 Age and Tenure 17 Chairman and CEO Roles 18 Term Limits and Retirement Age 18 Board Renewal and Succession 19 Board and Director Effectiveness Assessment 19 2 Board Compensation 20 Board Chair Retainers 22 Board Director Retainers 24 Committee Retainers 26 Share Ownership 26 Director Holdings 27 Stock Options 27 3 Board Organization and Process 28 Board Meetings 30 Board Committees and Committee Meetings 30 Say on Pay 31 Comparative Board Data 32 Footnotes 38 About Spencer Stuart Board Services 38 Spencer Stuart Offices 39

4 Methodology Methodology The 100 publicly traded Alberta companies which make up the 2015 Alberta Board Index are selected based on annual revenue. This information was sourced from the Alberta Venture 250 list. The data underpinning the results of the Index were derived from each company s 2015 management information circular, annual information form, and other publicly available information, and do not necessarily capture recent changes or company mergers following the release of management information circulars, unless otherwise specified. A summary of our findings was sent to the corporate secretary of each company for validation. The updates and changes they provided may not be found in other publicly available disclosures. 1 And second by industry classification: Exploration and Production Companies 45 Companies Energy Services Companies 30 Companies 1 Editor s Note: Spencer Stuart has made all reasonable and good faith efforts to verify and reference the source of the information contained in the 2015 Alberta Board Index. However, we cannot guarantee that it is complete, accurate or error free. Therefore, the information contained in the Index is provided without warranty, whether expressed or implied of any kind. For further inquiries, please contact Margot Cassidy (mcassidy@spencerstuart.com) Other Companies 25 Companies Data was sorted two ways; First by company size, as determined by annual revenue: S Revenues of $100 Million to $400 Million 22 Companies Throughout the Index we provide comparisons to our Spencer Stuart Canadian Board Index. Nineteen of the companies included in the Canadian Index are Alberta-based; therefore, we only use the remaining 81 companies in the Canadian data set to make our comparisons. Due to the larger size of the Canadian-based companies, organization size by revenue is ordered as follows: M Revenues of $400 Million to $1.5 Billion 39 Companies M Revenues of $1 Billion to $5 Billion L Revenues greater than $1.5 Billion 39 Companies L Revenues over $5 Billion SPENCER STUART PAGE 6 PAGE 7 SPENCER STUART

5 1 Board Composition 1 Board Composition 8 A Look at Skills Matrices 10 New Director Appointments 11 Board Size 12 Interlocks 13 Gender Diversity 14 Geographic Diversity 16 Age and Tenure 17 Chairman and CEO Roles 18 Term Limits and Retirement Age 18 Board Renewal and Succession 19 Board and Director Effectiveness Assessment 19

6 Board Composition A Look at Skills Matrices Spencer Stuart examined which Alberta companies disclosed a skills matrix in their management information circular. Companies often utilize a skills matrix in order to ensure that the board composition of directors skills and areas of expertise are in alignment with the company s governance framework and strategic direction. New Director Appointments Spencer Stuart examined the backgrounds of newly-appointed directors to the boards of Alberta companies. Average age of new directors is % of new directors hold an ICD.D designation from the Institute of Corporate. SEVENTY-SIX COMPANIES DISCLOSED THE USE OF A SKILLS MATRIX TO ASSESS AND DEPICT BOARD COMPOSITION. OF THOSE 76 COMPANIES, 80% DISCLOSED THE MATRIX IN THEIR MANAGEMENT INFORMATION CIRCULAR. New Director Appointment Highlights New Female Director Appointments First Time on a Publicly Listed Company Board The Top Skills and Areas of Knowledge and Expertise Identified in the Skills Matrix 22% 30% 29% 26% 24% 11% Finance/Accounting 98% 100% Operational Management and Expertise 50% 67% Relevant Industry Knowledge and Experience 85% 89% Financing/Capital Markets/ Investment Banking/M&A 62% 48% On other Boards within the Alberta Index From Outside of Canada Human Resources/ Compensation 90% 85% Sales, Marketing and Business Development 44% 48% 27% 18% 28% 29% 30% 20% Board/Governance 82% 80% Chief Executive Officer 52% 46% Legal/Regulatory/ Government/Public Policy 84% 78% International Experience 44% 46% Have a CEO Background Have a Financial Background Strategy/Leading Growth Health, Safety and Environment 64% 61% 66% 59% Corporate Social Responsibility and Responsible Business Practices Diversity 15% 13% 10% 9% 58% 45% 46% 33% 52% 56% Risk Governance and Management 64 % 57% Chief Financial Officer 7% 5% SPENCER STUART PAGE 10 PAGE 11 SPENCER STUART

7 Board Composition Board Size In Alberta, board sizes range from four to 16 directors; the median board size is eight. There is a positive correlation between the size of the board and the size of the company. Board Size in Small, Medium and Large Organizations Interlocks THE AVERAGE CHAIR SITS ON TWO OTHER PUBLICLY TRADED BOARDS. Small Organizations Median Board Size is Seven 17% 5 or fewer 83% 6 to 10 Interlocks occur when two or more directors of one company sit together on the board of another company. Forty-eight of Alberta companies have at least one interlock. 73% of interlocks occur within Alberta companies. A Look at Interlocks Across Different Industries Medium Organizations Median Board Size is Eight 56% 56% 47% 45% 52% % 5 or fewer 87% 6 to 10 5% 11 to 15 33% Large Organizations Median Board Size is 10 Exploration & Production Energy Services Other 68% 6 to 10 29% 11 to 15 3% 16 and over SPENCER STUART PAGE 12 PAGE 13 SPENCER STUART

8 Board Composition Gender Diversity Fifty-nine companies have at least one female director, versus 41 in Female directors now represent 12% of all directors in Alberta, up from 10% last year. The board with the greatest gender diversity has five out of 13 members who are female (38%). Forty-one companies have no women on their board, a decrease from 47 last year. Female Director Representation: Alberta vs. Canada Alberta Canada % 24% % 21% % 19% % 15% Female Director Representation in Alberta % of Alberta Companies with Female % 47% 53% 59% This year, in lockstep with the Canadian Securities Regulators amendment to National Instrument , we examined these disclosure practices for the companies within the Index. 40% of companies disclosed the adoption of a formal written policy with respect to diversity on boards. 10% of companies who disclosed a formal written policy also included a specific target with respect to female representation on the board. These targets ranged from 20% to 33% of independent directors by Common reasons provided for not adopting a formal policy include: Diversity is already properly addressed without the need for a formal target; Appointments are based on merit, and imposing quotas or targets compromise the meritocracy of the director identification and selection process. Committee Chair Roles and Gender Diversity in Alberta There were no female lead directors in Females held 8% of audit committee chair roles in Females held 14% of human resources/compensation chair roles in Females held 7% of nominating/governance chair roles in Number of Female on Alberta Index Boards SPENCER STUART PAGE 14 PAGE 15 SPENCER STUART

9 Board Composition Geographic Diversity Alberta Representation On average, boards in this index are made up of 70% Alberta residents. Over 20% of Alberta Index companies are composed of 100% Alberta residents. International There are 143 international directors in the Alberta Index (2014: 142), representing 17% of all directors (2014: 17%). Of those companies who have international directors on the board, 65% have one or two international directors, 30% have between three and five international directors, and 5% have six or more international directors. AGE AND TENURE Twenty companies did not disclose director age in Of those companies who disclosed age: The youngest board, based on the average age of its directors, is 52; The oldest board, based on the average age of its directors, is 68. The average age of directors is 61. Average collective board tenure ranges from zero to 17 years, and the median tenure is seven years Board Tenure Alberta vs Canada Proportion of International Alberta Canada Median Director Age Median Tenure % US 85% US 61% US Age Range for Chairs % UK 7% Other 3-5 5% UK 5% Europe 6 or more 30% Asia 9% Other Median Chair Age % Other 2014 Board Tenure Alberta vs Canada Alberta Canada Distribution of International by Geography CENTRAL/SOUTH AMERICA US MEXICO CARIBBEAN UK ASIA Median Director Age Median Tenure 7 8 Age Range for Chairs Median Chair Age EUROPE 6% 6% 79% 3% 1% 1% 1% AUSTRALIA /NEW ZEALAND 3% SPENCER STUART PAGE 16 PAGE 17 SPENCER STUART

10 Board Composition Chairman and CEO Roles 80% of companies have a separate chairman and chief executive officer. Of the 20 companies who do not separate the chairman and chief executive officer role, 80% have appointed a lead independent director. Term Limits and Retirement Age Forty-two companies disclose a retirement age or term limit for directors (up from 36 last year). Retirement ages range from 70 to 75. Term limits range from seven to 20 years. Percentage of Companies with Mandatory Retirement Policies, by Industry Board Renewal and Succession Board renewal and succession is a holistic process, facilitated as part of an annual board director assessment process. The process typically consists of directors evaluating the performance of individual directors, the committees of the board, board and committee chairs, and the board as a whole (or some combination of these areas). This assessment process is used to confirm that the board has an appropriate mix of skills, characteristics, knowledge, expertise, and diversity (including age, gender, ethnicity, geography, among other areas). Forty-two companies disclose a retirement age or term limit for directors as a method for board renewal. Term limits can refer to terms served by individual directors or the average term of the board as a whole. In some cases, companies disclosed maintaining an evergreen list of potential director nominees as a method of succession planning. As board renewal and succession continue to be areas of interest for our readers, we will monitor and track how companies discuss board renewal and succession in future publications. 37% 31% Exploration & Production 27% 37% Energy Services 45% Other 64% Board and Director Effectiveness Assessment Ninety-four companies disclosed that they evaluated the performance and effectiveness of their individual directors, board committees, and the board overall. The majority of these evaluations were done on an annual basis. The most common method for evaluation was through an annual survey or questionnaire issued to directors. 22% of the companies who disclosed an evaluation process also disclosed that they had a formal evaluation process for the board chair. 44% of the companies who disclosed an evaluation process also included a peer review and/or evaluation. 12% of companies who disclosed that they have a formal board and/or director effectiveness process indicated that they engage a third-party consultant. SPENCER STUART PAGE 18 PAGE 19 SPENCER STUART

11 2 Board Compensation 2 Board Compensation 20 Board Chair Retainers 22 Board Director Retainers 24 Committee Retainers 26 Share Ownership 26 Director Holdings 27 Stock Options 27

12 Board Compensation Median Board Chair Retainers: Energy Services Companies THIRTY-FIVE COMPANIES INCREASED CASH COMPENSATION FOR DIRECTORS THIS YEAR. 27% OF ENERGY SERVICES COMPANIES, AND 5% OF EXPLORATION AND PRODUCTION COMPANIES, DISCLOSED A RETAINER REDUCTION FOR THE REDUCTION RANGED FROM 10% - 20% AND CITED CHALLENGING ALBERTA MARKET CONDITIONS AS THE PRIMARY CAUSE. $184,000 Overall 2014: $110,000 58% Cash 42% $110,000 Small 34% 66% Cash Board Chair Retainers When the chair receives a retainer, the median retainer is $220,000 a 22% increase from last year. Twenty-four board chairs were not compensated for their role on the board; in most cases, this was because the chair was also a named executive officer of the organization. In a few instances, chairs elected to waive their fees. $170,000 Medium 52% Cash 48% $240,000 Large 62% Cash 38% Median Overall Board Chair Retainers Cash Median Board Chair Retainers: Other Companies Overall: $220,000 53% 47% Small: $125,000 48% 52% Medium: $182,637 53% 47% Large: $282,350 57% 43% Median Board Chair Retainers: Exploration and Production Companies $250,000 Overall 2014: $220,000 59% Cash 41% $250,000 Small 60% 40% Cash 48% Cash 33% Cash $225,400 Overall 2014: $230,000 52% $130,000 Small 67% $200,000 Medium 63% Cash 37% $282,350 Large 58% Cash 42% 53% Cash 47% Cash $200,000 Medium 47% $360,500 Large 53% SPENCER STUART PAGE 22 PAGE 23 SPENCER STUART

13 Board Compensation Board Director Retainers Eighty-four companies compensate directors with some form of equity as part of their retainer. Sixty-eight and 66 companies paid a fee for attending board and committee meetings, respectively. When paid to directors, board and committee meeting fees remain steady at an average of $1,500 per meeting. The greatest increase in director retainers occurred in the energy services sector; with a 29% increase. Energy Services Companies $110,050 Overall 2014: $85,103 49% Cash 64% Cash 51% 36% $53,043 Small 41% Cash 46% Cash Median Director Retainers in Alberta Cash $115,500 Medium 59% $115,000 Large 54% Overall: $120,000 (2014: $110,000) 36% 64% Small: $90,000 50% 50% Medium: $111, % 58% Large: $150,000 43% 57% Other Companies Exploration and Production Companies $135,000 Overall 2014: $128,750 38% Cash 62% $100,045 Small 64% 36% Cash $115,000 Overall 2014: $96,600 51% Cash 66% Cash 49% 34% $92,000 Small 50% Cash 50% Cash 41% Cash 35% Cash $68,459 Medium 50% $165,000 Large 50% $121,100 Medium 59% $191,850 Large 65% SPENCER STUART PAGE 24 PAGE 25 SPENCER STUART

14 Board Compensation Committee Retainers Range of Human Resources and Compensation Committee Chair Retainers: $4,000 $45,000 Range of Governance Committee Chair Retainers: $2,500 $45,000 Range of Audit Committee Chair Retainers: $5,000 $60,000 Range of Audit Committee Member Retainers: $2,400 $20,000 Range of Committee Member Retainer (excluding audit): $1,350 $20,000 79% OF AUDIT COMMITTEE CHAIRS RECEIVE ADDITIONAL COMPENSATION, RELATIVE TO THE CHAIRS OF OTHER STANDING COMMITTEES. Director Holdings The median value of total equity for the average director is $804,540 (2014: $1,130,327). 87% of directors hold common shares of the corporation with a median value of $552,247 (2014: 89% and $754,105). 1 42% of directors hold Deferred Share Units (DSUs) with a median value of $322,891 (2014: 43% and $444,106). 1 12% of directors hold Restricted Share Units (RSUs) with a median value of $142,660 (2014: 11% and $212,508). 1 3% of directors hold Preferred Share Units (PSUs) with a median value of $145,376 (2014: 3% and $137,462). 1 1 The decrease in market value appears to align with the decrease in the overall market capitalization of these companies. Median Compensation Audit Committee Chairs: $15,000 (consistent with last year) Human Resources and Compensation Committee Chairs: $10,000 (versus $12,000 last year) Governance Committee Chairs: $8,900 (versus $10,000 last year) Audit Committee Members: $6,000 (versus $7,500 last year) Other Committee Members: $5,000 Type of Holding 87% Common Shares 42% DSU 12% RSU 3% PSU Share Ownership Seventy companies have a minimum share ownership policy and a time frame by which the minimum ownership must be met. The median value of minimal ownership is $300,000 (usually three times the director annual retainer to be accumulated within five years). Stock Options Forty-six Alberta Index companies have a stock option plan which directors are eligible for (2014: 49). 39% of those companies granted stock options to directors this year (2014: 47%). 23% of exploration and production companies grant stock options to directors (2014: 27%). 25% of energy services companies grant stock options to directors (2014: 30%). 4% of other companies grant stock options to directors (2014: 10%). SPENCER STUART PAGE 26 PAGE 27 SPENCER STUART

15 3 Board Organization and Process 3 Board Organization and Process 28 Board Meetings 30 Board Committees and Committee Meetings 30 Say on Pay 31

16 Board Organization and Process Board Meetings The majority of Alberta boards hold seven or fewer meetings. Say on Pay Alberta Companies that have adopted a Say on Pay policy Board Meeting Distribution or fewer 55% 45% 55% 8 to 10 23% 36% 23% 11 to 13 16% 12% 13% 14 or more 6% 7% 9% Board Committees and Committee Meetings The number of standing committees ranges from two to six, and the median number of standing committees in Alberta is four. Thirty-one companies combine the human resources and compensation, and the nominating and corporate governance committees into a single committee. Generally speaking, the level of independence on each of the various board committees is near or at 100%. The median number of meetings for each committee is four, which is consistent with last year. 10% A Say on Pay policy gives shareholders the ability to vote on executive compensation programs. Two companies in 2015 received less than 80% votes cast. Average shareholder approval in 2015 was 93% among Alberta Index companies that have a Say on Pay vote Top Standing Committees Maintained by Alberta Companies 100% 100% 99% 54% 38% 10% 6% 3% Audit Compensation/ Human Resources* Governance and Nominating* Health, Safety and Environment Reserves** Risk Social Responsibility Finance *Thirty-one companies combine the compensation and human resources, and nominating and corporate governance committees into a single committee. **84% of exploration and production companies have a reserves committee. SPENCER STUART PAGE 30 PAGE 31 SPENCER STUART

17 Comparative Board Data number of directors age, tenure and service limits meetings and committees compensation separate chair and ceo total not independent not resident in canada female directors average director tenure (years) average age of directors (years) a retirement age or term limits a,b number of standing committees board meetings per year c board chair retainer d cash equity director retainer d cash equity board meeting fee e committee meeting fee e audit committee chair compensation f committee member retainer g company name Advantage Oil & Gas Ltd. Yes Not disclosed N/A 10 3 $150,000 $75,000 $75,000 $100,000 $50,000 $50,000 N/A N/A $25,000 N/A Agrium Inc. * Yes $400,000 $300,000 $100,000 $195,000 $146,250 $48,750 $1,000 $1,000 $19,125 $3,500 AltaGas Ltd. No N/A N/A N/A $170,936 $50,000 $120,936 $1,500 $1,250 $20,000 $4,000 ARC Resources Ltd. Yes $415,000 $166,000 $249,000 $220,000 $88,000 $132,000 N/A N/A $10,000 N/A ATCO Ltd. No N/A N/A N/A $165,000 $145,000 $20,000 $2,000 $1,500 $20,000 N/A AutoCanada Inc. Yes N/A 6 3 N/A N/A N/A $80,000 $50,000 $30,000 $2,000 N/A $15,000 N/A Badger Daylighting Ltd. Yes N/A 10 3 $190,000 $90,000 $100,000 $135,000 $35,000 $100,000 $1,500 $1,500 $15,000 N/A Bankers Petroleum Ltd. Yes $257,784 $115,000 $142,784 $175,190 $80,000 $95,190 N/A N/A $10,000 N/A Baytex Energy Corp. Yes N/A 8 4 $359,993 $260,000 $99,993 $139,993 $40,000 $99,993 $1,500 $1,500 $25,000 N/A Bellatrix Exploration Ltd. Yes N/A 18 4 $250,000 $150,000 $100,000 $160,000 $60,000 $100,000 N/A N/A $18,500 N/A Birchcliff Energy Ltd. Yes Not disclosed N/A 10 3 $90,000 $90,000 N/A $90,000 $90,000 N/A $1,500 $1,500 N/A N/A Black Diamond Group Ltd. No Not disclosed N/A 6 2 N/A N/A N/A $134,004 $35,000 $99,004 $1,500 $1,500 $5,000 N/A BlackPearl Resources Inc. Yes N/A 6 4 $359,289 $40,000 $319,289 $359,289 $40,000 $319,289 N/A N/A N/A N/A Boardwalk Real Estate Investment Trust No years 6 2 N/A N/A N/A $55,000 $0 - $22,000 $33,000 - $55,000 $1,650 $1,650 $16,500 $5,500 Bonavista Energy Corp. Yes N/A 9 4 N/A N/A N/A $55,000 $55,000 N/A $1,500 $1,500 $20,000 $6,000 Bonterra Energy Corp. No Not disclosed N/A 13 5 N/A N/A N/A Not disclosed Not disclosed Not disclosed Not disclosed Not disclosed Not disclosed Not disclosed Calfrac Well Services Ltd. Yes N/A 6 4 $330,200 $130,000 $200,200 $110,100 $10,000 $100,100 $1,500 $1,500 $20,000 N/A Canadian Energy Services & Technology Corp. Canadian Natural Resources Limited Yes N/A 12 3 $185,004 $35,000 $150,004 $170,004 $20,000 $150,004 $2,000 $2,000 $12,000 N/A Yes N/A N/A N/A $213,670 $45,000 $168,670 $1,500 $1,500 $25,000 $5,000 Canadian Oil Sands Limited Yes of 12 years 7 3 $360,500 $150,000 $210,500 $155,000 $25,000 $130,000 $1,500 $1,500 $20,000 $5,500 Canadian Pacific Railway Limited Yes N/A 6 5 $395,000 $197,500 $197,500 $235,000 $117,500 $117,500 N/A N/A $30,000 N/A Canadian Utilities Ltd. No N/A N/A N/A $165,000 $145,000 $20,000 $2,000 $1,500 $20,000 N/A Canadian Western Bank Yes $180,000 N/A $180,000 $80,000 $40,000 $40,000 $1,500 $1,500 $15,000 $4,000 CanElson Drilling Inc. Yes Not disclosed 10 years 10 4 N/A N/A N/A $30,000 $30,000 N/A $1,250 $1,250 $20,000 N/A Canexus Corporation Yes $219,925 $100,000 $119,925 $117,250 $25,000 $92,250 $1,500 $1,500 $10,000 $3,000 Canyon Services Group Inc. Yes Not disclosed N/A 7 3 $136,793 $55,000 $81,793 $106,793 $25,000 $81,793 $1,250 $1,250 $15,000 N/A Capital Power Corporation Yes N/A 17 3 $285,000 $150,000 $135,000 $115,000 $35,000 $80,000 $1,500 $1,500 $16,000 N/A Cardinal Energy Ltd. No Not disclosed N/A 5 3 N/A N/A N/A $136,000 $36,000 $100,000 N/A N/A N/A N/A Cathedral Energy Services Ltd. Yes Not disclosed N/A 5 3 $45,000 $45,000 N/A $25,000 $25,000 N/A $1,000 $1,000 $10,000 N/A Cenovus Energy Inc. Yes N/A 6 5 $478,000 $250,000 $228,000 $227,600 $30,000 $197,600 $1,500 $1,500 $15,000 N/A Cervus Equipment Corporation Connacher Oil and Gas Limited * Yes $100,000 $100,000 N/A $45,000 $30,000 $15,000 N/A N/A $6,000 $3,000 No N/A 4 3 $300,000 $120,000 $180,000 $200,000 $80,000 $120,000 N/A N/A N/A N/A See applicable footnotes on page 38. SPENCER STUART PAGE 32 PAGE 33 SPENCER STUART

18 Comparative Board Data number of directors age, tenure and service limits meetings and committees compensation separate chair and ceo total not independent not resident in canada female directors average director tenure (years) average age of directors (years) a retirement age or term limits a,b number of standing committees board meetings per year c board chair retainer d cash equity director retainer d cash equity board meeting fee e committee meeting fee e audit committee chair compensation f committee member retainer g company name Crescent Point Energy Corp. Yes $384,961 $95,000 $289,961 $269,990 $30,000 $239,990 $1,500 $1,500 $12,500 N/A Crew Energy Inc. Yes N/A 7 4 $118,686 $20,000 $98,686 $110,782 $20,000 $90,782 N/A N/A $7,500 N/A Enbridge Inc. Yes or 15 years 9 5 $495,000 $371,250 $123,750 $235,000 $176,250 $58,750 N/A N/A $25,000 N/A Encana Corporation * Yes $416,060 $125,000 $291,060 $218,466 $60,000 $158,466 N/A N/A $20,000 N/A Enerflex Ltd. Yes or 12 years 11 3 $240,000 $120,000 $120,000 $110,000 $40,000 $70,000 $2,000 $2,000 $20,000 $5,000 Enerplus Corporation Yes years 9 5 $245,000 $120,000 $125,000 $132,500 $35,000 $97,500 N/A N/A $20,000 N/A Ensign Energy Services Inc. Yes N/A N/A N/A $112,000 $32,000 $80,000 $1,200 $1,200 $12,000 $2,400 Essential Energy Services Ltd. Yes Not disclosed N/A 7 3 $134,200 $55,000 $79,200 $82,800 $30,000 $52,800 $1,500 $1,500 $15,000 N/A Freehold Royalties Ltd. Yes $130,000 $40,000 $90,000 $90,000 $30,000 $60,000 $1,500 $1,500 $14,000 N/A Gibson Energy Inc. Yes N/A 5 3 $220,000 $105,000 $115,000 $150,000 $70,000 $80,000 N/A N/A $10,000 N/A Gran Tierra Energy Inc. Yes 8 2 Not disclosed N/A 22 4 $354,655 $70,000 $284,655 $276,957 $35,000 $241,957 $1,200 $1,200 $30,000 $10,000 Horizon North Logistics Inc. Yes N/A 6 3 $64,000 $64,000 N/A $54,000 $54,000 N/A N/A N/A $7,500 N/A Husky Energy Inc. Yes N/A 5 4 $120,000 $120,000 N/A $120,000 $120,000 N/A N/A N/A $20,000 $5,000 Imperial Oil Limited No N/A N/A N/A $215,860 $110,000 $105,860 N/A N/A $10,000 $4,000 Inter Pipeline Ltd. Yes $250,000 $100,000 $150,000 $150,000 $50,000 $100,000 $1,500 $1,500 $20,000 N/A Ithaca Energy Inc. Yes Not disclosed N/A 7 4 $172,805 $172,805 N/A $100,045 $100,045 N/A N/A N/A Not disclosed N/A Keyera Corp. Yes or 15 years 10 3 $230,000 $230,000 N/A $115,000 $115,000 N/A N/A N/A $60,000 $15,000 Lightstream Resources Ltd. Yes Not disclosed N/A 11 4 $220,000 $60,000 $160,000 $150,000 $25,000 $125,000 N/A N/A $30,000 $7,500 Liquor Stores NA Ltd. Yes Not disclosed N/A 6 3 $165,722 $120,000 $45,722 $55,240 $40,000 $15,240 $1,500 $1,500 $12,000 $4,000 Long Run Exploration Ltd. No N/A 15 5 N/A N/A N/A $80,000 $80,000 N/A N/A N/A $15,000 N/A MEG Energy Corp. No N/A 6 3 N/A N/A N/A $170,038 $40,000 $130,038 $1,500 $1,500 $20,000 $5,000 Melcor Developments Ltd. Yes Not disclosed N/A 5 2 N/A N/A N/A $24,000 $24,000 N/A $1,500 $1,500 $12,000 N/A Mullen Group Ltd. No years 8 2 N/A N/A N/A $50,000 $50,000 N/A $1,200 $1,000 $15,000 $3,000 Newalta Corp. Yes N/A 13 4 $140,000 $80,000 $60,000 $80,000 $40,000 $40,000 $1,500 $1,500 $15,000 N/A North American Energy Partners Inc. Northern Blizzard Resources Inc. Yes N/A 6 4 $220,000 $110,000 $110,000 $110,000 $55,000 $55,000 $1,500 $1,500 $12,000 N/A No Not disclosed N/A 9 3 N/A N/A N/A $217,500 $75,000 $142,500 N/A N/A N/A N/A NuVista Energy Ltd. Yes N/A 10 4 $46,200 N/A $46,200 $96,200 $50,000 $46,200 $1,500 $1,400 $15,000 $4,000 Paramount Resources Ltd. Yes N/A 5 4 N/A N/A N/A $124,300 $20,000 $104,300 $1,250 $1,250 $6,500 N/A Parex Resources Inc. Yes Not disclosed $230,800 $85,000 $145,800 $122,200 $25,000 $97,200 $1,500 $1,500 $12,500 $5,000 Parkland Fuel Corporation Yes $230,000 $100,000 $130,000 $110,000 $45,000 $65,000 $1,500 $1,500 $15,000 N/A Pason Systems Inc. Yes N/A 6 3 $228,959 $107,000 $121,959 $153,959 $32,000 $121,959 $1,500 $1,500 $15,000 N/A Pembina Pipeline Corp. Yes $255,000 $135,000 $120,000 $130,000 $45,000 $85,000 $1,500 $1,500 $21,000 $5,000 Pengrowth Energy Corporation Yes N/A 8 4 $245,000 $95,000 $150,000 $135,000 $35,000 $100,000 $1,500 $1,500 $30,000 $5,000 Penn West Petroleum Ltd. Yes $300,000 $240,000 $60,000 $125,000 $100,000 $25,000 $1,500 $1,500 $15,000 N/A Perpetual Energy Inc. Yes N/A 9 4 $153,353 $60,000 $93,353 $87,681 $40,000 $47,681 $1,500 $1,500 $15,000 N/A See applicable footnotes on page 38. SPENCER STUART PAGE 34 PAGE 35 SPENCER STUART

19 Comparative Board Data number of directors age, tenure and service limits meetings and committees compensation separate chair and ceo total not independent not resident in canada female directors average director tenure (years) average age of directors (years) a retirement age or term limits a,b number of standing committees board meetings per year c board chair retainer d cash equity director retainer d cash equity board meeting fee e committee meeting fee e audit committee chair compensation f committee member retainer g company name Petrowest Corporation Yes Not disclosed N/A 14 4 $219,751 $125,000 $94,751 $65,531 $30,000 $35,531 $1,000 $1,000 $7,500 N/A Peyto Exploration and Development Corp. Yes $180,000 $90,000 $90,000 $120,000 $160,000 $60,000 N/A N/A $20,000 N/A PHX Energy Services Corp. No N/A 5 3 $40,000 $40,000 N/A $107,000 $30,000 $77,000 $1,500 $1,500 $15,000 N/A Precision Drilling Corporation Yes N/A 11 3 $245,000 $135,000 $110,000 $150,000 $40,000 $110,000 $1,500 $1,500 $15,000 $7,500 Raging River Exploration Inc. No N/A 6 3 N/A N/A N/A $142,680 N/A $142,680 N/A N/A N/A N/A Rocky Mountain Dealerships Inc. Yes $250,000 $250,000 N/A $68,918 $25,000 $43,918 $1,500 $1,500 $10,000 N/A Savanna Energy Services Corp. Yes or 12 years 11 4 $150,000 $30,000 $120,000 $125,000 $25,000 $100,000 $1,500 $1,500 $20,000 N/A Secure Energy Services Inc. No or 20 years 5 4 N/A N/A N/A $135,000 $35,000 $100,000 $1,500 $1,500 $15,000 N/A Seven Generations Energy Ltd. Yes Not disclosed N/A 21 5 $175,000 $125,000 $50,000 $150,000 $50,000 $100,000 N/A N/A $15,000 N/A Shaw Communications Inc. Yes N/A 7 4 N/A N/A N/A $151,432 $65,000 $86,432 $1,500 $1,500 $40,000 $3,000 Spyglass Resources Corp. Yes N/A 10 3 $120,000 $60,000 $60,000 $70,000 $30,000 $40,000 $1,500 $1,500 $10,000 N/A Stantec Inc. Yes N/A 6 2 $292,200 $75,000 $217,200 $217,200 N/A $217,200 $1,800 $1,800 $12,000 N/A Strad Energy Services Ltd. Yes Not disclosed N/A 7 3 $96,697 $77,500 $19,197 $40,554 $27,500 $13,054 $1,400 $1,400 $10,000 N/A Stuart Olson Inc. Yes $220,000 $120,000 $100,000 $110,000 $30,000 $80,000 $1,500 $1,500 $10,000 N/A Suncor Energy Inc. Yes $530,000 $250,000 $280,000 $267,500 $50,000 $217,500 $1,500 $1,500 $25,000 $5,000 Superior Plus Corp. Yes $250,000 $125,000 $125,000 $95,000 $30,000 $65,000 $1,500 $1,500 $22,000 $5,000 Surge Energy Inc. Yes Not disclosed N/A 13 4 $146,000 $46,000 $100,000 $111,000 $36,000 $75,000 $1,000 $1,000 $10,000 N/A Total Energy Services Inc. Yes N/A 6 3 $30,000 $30,000 N/A $20,000 $20,000 N/A $1,000 $1,000 $10,000 N/A Tourmaline Oil Corp. No N/A 5 4 N/A N/A N/A $94,401 N/A $94,401 N/A N/A N/A N/A TransAlta Corporation Yes or 15 years 6 3 $272,502 $235,000 $37,502 $82,632 $45,000 $37,632 $1,500 $1,500 $25,000 N/A TransCanada Corporation Yes or 7 years 9 4 $491,000 $201,000 $290,000 $180,000 $70,000 $110,000 $1,500 $1,500 $20,000 $5,500 TransGlobe Energy Corp. Yes Not disclosed Not disclosed Not disclosed Not disclosed Not disclosed Not disclosed N/A N/A $12,500 $5,000 Trican Well Service Ltd. Yes $245,000 $245,000 N/A $140,000 $140,000 N/A $1,500 $1,500 $17,500 N/A Trilogy Energy Corp. Yes N/A 5 4 $75,722 $25,000 $50,722 $70,722 $20,000 $50,722 $1,250 $1,250 $15,000 N/A Trimac Transportation Ltd. No N/A N/A N/A $68,000 $52,000 $16,000 $1,600 $1,300 $12,500 N/A Trinidad Drilling Ltd. Yes $156,000 $81,000 $75,000 $115,500 $40,500 $75,000 $1,350 N/A $13,500 $1,350 Twin Butte Energy Ltd. Yes Not disclosed N/A 7 3 $130,000 $30,000 $100,000 $120,000 $20,000 $100,000 N/A N/A $10,000 N/A Veresen Inc. Yes N/A 18 4 $250,000 $100,000 $150,000 $160,000 $50,000 $110,000 $1,500 $1,500 $20,000 N/A Vermilion Energy Inc. Yes $287,020 $110,000 $177,020 $167,333 $25,000 $142,333 $1,500 $1,500 $15,000 N/A Western Energy Services Corp. Yes N/A 7 3 $182,637 $80,000 $102,637 $142,372 $60,000 $82,372 N/A N/A $15,000 N/A WestJet Airlines Ltd. Yes N/A 7 4 $150,000 $120,000 $30,000 $90,000 $45,000 $45,000 N/A N/A $15,000 $6,000 Whitecap Resources Inc. No N/A 12 4 N/A N/A N/A $65,740 $36,000 $29,740 N/A N/A N/A N/A Xtreme Drilling and Coil Services Corp. Yes N/A 7 4 $110,000 $65,000 $45,000 $75,000 $30,000 $45,000 $1,500 $1,500 $14,000 N/A See applicable footnotes on page 38. SPENCER STUART PAGE 36 PAGE 37 SPENCER STUART

20 About Spencer Stuart footnotes Information as provided in Management Information Circular and other public documents, and as disclosed by Corporate Secretaries. All amounts in Canadian dollars unless otherwise indicated. * a b c Companies with an asterisk compensate directors in USD. This figure includes President and Chief Executive Officer, where applicable. Director retirement ages and/or term limits (in years) as disclosed by each company; Not disclosed indicates that details of the policy could not be confirmed. Total number of board meetings, including special meetings and those held by teleconference, as disclosed in each company s 2015 Management Information Circular or provided by Corporate Secretary. d e f g N/A In some instances, the percentage split of cash and equity is variable upon a Chair and/or Director s discretion. Allowances for travel and/or additional services provided by directors are not included in this amount. Fee may vary if meeting attended via teleconference. Additional compensation received for Chairing the Audit Committee. Where disclosed, includes both committee Chair and member fees. This is the lowest committee member retainer. Not-applicable. Amsterdam T 31 (0) Atlanta T Bangalore T Barcelona T Beijing T Bogota T Frankfurt T 49 (0) Geneva T Hong Kong T Houston T Istanbul T Johannesburg T Minneapolis/St. Paul T Montreal T Moscow T Mumbai T Munich T 49 (0) New Delhi T Sao Paulo T Seattle T Shanghai T Silicon Valley T Singapore T Stamford T About Spencer Stuart Board Services At Spencer Stuart, we know how much leadership matters. We are trusted by organizations around the world to help them make senior-level leadership decisions that have a lasting impact on their enterprises. Through our executive search, board, and leadership advisory services, we help build and enhance high-performing teams for select clients ranging from major multinationals to emerging companies to nonprofit institutions. Boston T Brussels T Buenos Aires T Lima T London T Los Angeles T New York T Orange County T Paris T 33 (0) Stockholm T Sydney T Tokyo T Privately held since 1956, we focus on delivering knowledge, insight and results though the collaborative efforts of a team of experts now spanning 56 offices, 30 countries, and more than 50 practice specialties. Boards and leaders consistently turn to Spencer Stuart to help address their evolving leadership needs in areas such as senior-level executive search, board recruitment, board effectiveness, succession planning, in-depth senior management assessment, and many other facets of organizational effectiveness. Calgary T Chicago T Copenhagen T Madrid T Melbourne T Mexico City T Philadelphia T Prague T Rome T Toronto T Vienna T Warsaw T For more than 25 years, our Board Services Practice has helped boards around the world identify and recruit independent directors and provided advice to chairmen, CEOs and nominating committees on important governance issues. In the past year alone, we have conducted more than 550 director searches. We are the firm of choice for both leading multinationals and smaller organizations, conducting more than one-third of our assignments for companies with revenues under $1 billion. Dallas T Dubai T Miami T Milan T San Francisco T Santiago T Washington, D.C. T Zurich T Our global team of board experts work together to ensure that our clients have unrivaled access to the best existing and potential director talent, and regularly assist boards in increasing the diversity of their composition. We have helped place women in more than 1,400 board director roles around the world. More than 30% of our director placements last year were women. In Canada in 2014, 68% of our board placements were qualified females. In addition to our work with clients, Spencer Stuart has long played an active role in corporate governance by exploring both on our own and with other prestigious institutions key concerns of boards and innovative solutions to the challenges facing them. STAY CONNECTED TO SPENCER 2015 Spencer Stuart. All rights reserved. For information about copying, distributing and displaying this work, contact permissions@spencerstuart.com SPENCER STUART PAGE 38 PAGE 39 SPENCER STUART