CORPORATE GOVERNANCE, NOMINATING & RISK COMMITTEE CHARTER PURPOSE The Crprate Gvernance, Nminating and Risk Cmmittee (the Cmmittee ) f Precisin Drilling Crpratin (the Crpratin ) is a permanent cmmittee f the bard f directrs f the Crpratin (the Bard r the Bard f Directrs ) appinted t assist the Bard f Directrs in discharging its versight respnsibilities by develping and recmmending crprate gvernance principles, identifying and recmmending qualified individuals t serve n the Bard f Directrs and verseeing systems t address the management f risk. COMMITTEE RESPONSIBILITIES The Cmmittee shall undertake the fllwing: Operatins f the Bard evaluate and reprt t the Bard n the needs f the Bard f Directrs with respect t the cnduct f its affairs, including the size f the Bard, the frequency and lcatin f Bard and Bard cmmittee meetings; prcedures fr establishing meeting agendas and the cnduct f meetings; and the availability, relevance and timeliness f discussin papers, reprts and ther infrmatin required by the Bard f Directrs; recmmend t the Bard the appintment f directrs t cmmittees f the Bard f Directrs n an annual basis r whenever a vacancy ccurs in the membership f any such cmmittee; encurage and recmmend apprpriate cntinuing educatin fr all directrs; and annually review and recmmend t the Bard f Directrs a cmpensatin package fr all directrs; Crprate Gvernance review annually the Crpratin s apprach t gvernance issues fr cmpliance with applicable law and regulatin, best practices cmmensurate with the Crpratin s business and emerging issues; ensure there is a prcess f gd gvernance applicable t the Crpratin s affiliates and subsidiaries; review annually the charter fr the Bard f Directrs and the chair psitin descriptin fr the Chair f the Bard; review annually, in cnjunctin with the Human Resurces and Cmpensatin Cmmittee, the psitin descriptin fr the Chief Executive Officer and recmmend any changes t the Bard f Directrs; review annually the charter and the chair psitin descriptin f each f the Audit Cmmittee and the Human Resurces and Cmpensatin Cmmittee and recmmend any amendments t the Bard;
- 2 - review annually the effectiveness f each directr, the Bard f Directrs as a whle, and each cmmittee f the Bard f Directrs and reprt the results f such review, including any recmmendatins resulting frm such review, t the Bard f Directrs; review regularly the directr qualificatin criteria including the number f bards n which a directr may sit, tenure, retirement and successin; versee prcedures t ensure that the Bard f Directrs is made aware f current and evlving legislatin, regulatins and guidelines relating t crprate gvernance issues applicable t the Crpratin as a regulated public issuer; be available as a frum fr addressing the cncerns f individual directrs regarding gvernance and peratins f the Bard; and review and reprt t the Bard n an annual basis the level f diversity n the Bard; and review annually the cntinuing educatin effrts undertaken by the members f the Bard during the preceding year. Bard Cmpsitin and Directr Nminatins review annually the cmpetencies, skills and persnal qualities required f each directr in rder t add value t the Crpratin, in light f the activities f the Crpratin and its strategic plan; review any significant change in the primary ccupatin f a directr; review and make recmmendatin t the Bard as t whether individual directrs are independent under applicable securities and stck exchange laws, rules and regulatins, including determining if individual directrs have material relatinships with the Crpratin that may interfere with their independence, as prvided under applicable requirements r guidelines; recmmend t the Bard f Directrs suitable candidates fr nminatin fr electin as directr. The Cmmittee shall: cnsider the cmpetencies and skills the Bard, as a whle, shuld pssess; frmulate criteria fr candidates after cnsidering the cmpetencies and skills f each existing directr; cnsider the cmpetencies and skills f each new nminee and whether r nt each new nminee can devte sufficient time and resurces t his r her duties as a Bard member; cnsider Bard diversity, gender, ethnicity, age, business experience, prfessinal experience, stakehlder perspectives and gegraphic backgrunds f prspective candidates; establish the prcedure fr appraching prspective candidates; canvas current Bard members fr suggestins fr candidates; give cnsideratin t an apprpriate size fr the Bard fr the ensuing year; apprve prpsed nminees fr electin t the Bard at the next annual meeting f sharehlders and t fill any vacancies in the intervening perid; ensure candidates understand the demands n and expectatins f directrs and the rle f the Bard f Directrs and its cmmittees;
- 3 - versee an rientatin prgram t familiarize new directrs with the business and peratins f the Crpratin, including the reprting structure, strategic plans, significant financial, accunting and legal/risk issues and cmpliance plicies as well as t meet the ther members f the Bard, key Management persnnel and the representatives f external auditrs; and make recmmendatins t the Bard f Directrs in respect f directr resignatins submitted as a result f a majr change in a directr s circumstances such as a change in principal ccupatin r where a directr is nt elected t the Bard in accrdance with the Crpratin s majrity vting plicy, if required; Directr Prtectin review annually the directrs and fficers insurance cverage and make recmmendatins t the Bard f Directrs fr its renewal, amendment r the replacement f the insurers; and versee the administratin f all plicies r agreements f the Crpratin with respect t the indemnificatin f the directrs and fficers; Reprting and Disclsure Requirements review and recmmend t the Bard f Directrs the reprt n the Crpratin s crprate gvernance practices t be made in the management infrmatin circular prepared in cnnectin with its annual meeting f sharehlders and n the Crpratin s website describing the crprate gvernance practices f the Crpratin as required under applicable securities laws and the rules f any stck exchange n which the Crpratin s shares are listed fr trading; apprve and reprt t Bard f Directrs the disclsure f all significant differences in the Crpratin s crprate gvernance practices frm thse fllwed by U.S. dmestic issuers under the NYSE listing standards and include such disclsure n the Crpratin s website; and review and reprt t the Bard f Directrs peridically the Crpratin s insider trading plicy, including the impsitin f mandatry black-ut perids during which directrs and senir executive fficers are prhibited frm trading in securities f the Crpratin; Risk Management Prcess Oversight ensure that there is an adequate prcess administered by the Crpratin s Audit Cmmittee t allw all levels f emplyees t bring Whistle Blwer issues t such cmmittee which are nt being adequately dealt with by Management; review and recmmend t the Bard f Directrs annually regarding crprate plicies related t tne-at-the-tp ; ensure there is a prcess t identify and manage risks, and receive reprts frm Management regarding these identified risks and risk mitigatin strategies; annually appint the Chief Cmpliance Officer ( CCO ); receive reprts frm the CCO regarding the Crpratin s anti-bribery anti-crruptin plicy; annually review cyber-security risk management, including the Crpratin s cyber-security prgrams and their effectiveness and receive peridic updates n the Crpratin s cmpliance prgram fr cyber threats and security; and
Insurance - 4 - receive and review cmpany-wide diversity reprt prvided by management pursuant t the Crpratin s Diversity Plicy; annually receive and review the Crpratin s emergency respnse plan; annually review the Crpratin s risk insurance prgrams; 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 as a Cmmittee and als with any ther internal persnnel r utside advisrs, as necessary r apprpriate; review annually its wn perfrmance. Cmmittee 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 58-101 (ther than fr purpses f membership r the Audit Cmmittee); (ii) Sectin 303A.02 f the NYSE Listed Cmpany Manual; and (iii) any additinal requirements r guidelines fr crprate gvernance 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 may fill vacancies n the Cmmittee by appintment frm amng its number. 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 as such 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.
- 5 - (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 Bard f Directrs. The Cmmittee shall reference this Charter in establishing its annual gals and meeting bjectives. The Cmmittee will apprve the frm f disclsure f this Charter. (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 fllwing meetings f the Cmmittee 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 - Crprate Gvernance, Nminating and Risk Cmmittee Chair. (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. (j) 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.
- 6 - (k) 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. (l) Outside Experts and Advisrs The Cmmittee may retain, set and pay the cmpensatin t, any utside expert r advisr, including but nt limited t, 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. Apprved effective July 31, 2018