Corporate Governance

Dedicated to High Standards and Best Practices.

We are committed to the highest standards of corporate governance. We have structured our corporate governance to be in compliance with Ontario Securities Commission’s National Instrument 58-101, Disclosure of Corporate Governance Practices and other applicable legislation and policies. Additionally, we stay abreast to all legislative and other initiatives pertaining to corporate governance matters and proactively adjust our policies.

Our Board of Directors has also adopted a Code of Business Conduct and Ethics (the "Ethics Code") which reflects our commitment to a culture of honesty, integrity and accountability and outlines the basic principles and policies with which all employees are expected to comply. The Ethics Code recognizes that each employee's cooperation and commitment is necessary for our continued success and the cultivation and maintenance of its reputation as a good corporate citizen.

The Ethics Code also addresses a number of important topics, including conflicts of interest, corporate opportunities, confidentiality, protection and proper use of company assets, insider trading, fair dealing and fraud, compliance with laws, rules and regulations, discrimination and harassment, accuracy of company records, political activities and contributions, gifts and entertainment and reporting of illegal or unethical behaviour.  The full text of the Ethics Code can be found here: Code of Business Conduct and Ethics

The Board of Directors monitors compliance with the Ethics Code through reports of management to the Board Committees with responsibility for various aspects of the Code. In addition, we have established a whistleblower policy for complaints. Complaints are provided to the Chair of the Audit Committee.

For a comprehensive review of our entire Corporate Governance Guidelines please refer to our most recent information circular.

    Our board of directors, either directly or through its committees, is responsible for the supervision of management of our business and affairs with the objective of enhancing shareholder value. The board of directors' written mandate is as follows:

    Our board of directors is responsible for the stewardship of us and our subsidiaries, partnerships, trusts and other controlled entities. In discharging its responsibility, the board of directors will exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances and will act honestly and in good faith with a view to our best interests. In general terms, our board of directors will:

    • •  in consultation with our Chief Executive Officer, define our principal objectives;
    • •  supervise our management of the business and affairs with the goal of the achieving principal objectives as defined by the board of directors;
    • •  discharge the duties imposed on the board of directors by applicable laws; and
    • •  for the purpose of carrying out the foregoing responsibilities, take all such actions deemed necessary or appropriate.

    The full text of the mandate can be found here:

    Our board is comprised of nine members: Keith A. MacPhail, Jason E. Skehar, Ian S. Brown, David P. Carey, Michael M. Kanovsky, Theresa B.Y. Jang, Robert G. Phillips, Ronald J. Poelzer and Christopher P. Slubicki.

    The majority of our board of directors is independent. Our board of directors has determined that Mr. Brown, Mr. Carey, Ms. Jang, Mr. Kanovsky, Mr. Phillips and Mr. Slubicki are independent. Mr. MacPhail is not considered independent as he was our Executive Chair from 2012 to 2018. Mr. MacPhail was our President and Chief Executive Officer from 1997 to 2008 and our Chairman and Chief Executive Officer from 2008 to 2012. Mr. Poelzer is not considered independent as he served as our Executive Vice Chairman from 2012 to 2015. Mr. Poelzer was our Executive Vice President until 2012. Mr. Poelzer will be considered independent in May 2018. Mr. Skehar is not considered independent as he is our President and Chief Executive Officer.

    We have appointed Mr. Kanovsky, an independent member of our board of directors, as Lead Director. The primary focus of the Lead Director is to act as liaison between management and the independent directors to ensure our board is organized properly, functions effectively and can operate independently of management when necessary. Our independent board members conduct "in-camera" sessions as part of the agenda of each regularly scheduled meeting, generally immediately following regularly scheduled board of directors meetings chaired by our Lead Director and committee meetings.

    Our board has five committees: Audit, Compensation, Executive, Reserves and Governance and Nominating, all members of whom are independent directors, other than Mr. MacPhail who is a member of the Reserves Committee and the Executive Committee and Mr. Poelzer and Mr. Skehar who are members of the Executive Committee. Our board has accepted overall responsibility for health, safety and environment and no separate committees have been established to deal separately with these issues.

    The current members of the Audit Committee are: Mr. Brown (Chair), Ms. Jang and Mr. Kanovsky. The Audit Committee's mandate includes:

    • •  reviewing our annual audited consolidated financial statements and the auditors' report thereon and related public disclosure documents prior to submission to the board for approval;
    • •  reviewing the quarterly consolidated financial statements prior to submission to the board for approval;
    • •  reviewing the scope of external and internal audits;
    • •  reviewing and discussing accounting and reporting policies and changes in accounting principles;
    • •  reviewing our internal control systems and procedures; and
    • •  overseeing the work of the external auditors and meet with the external auditors independently of our management.

    The full text of the committee mandate can be found here:

    The current members of the Compensation Committee are: Mr. Phillips (Chair), Ms. Jang and Mr. Slubicki. The Compensation Committee's mandate includes:

    • •  reviewing the President and Chief Executive Officer’s recommendations on the other executives’ pay;
    • •  determining compensation and terms of employment for the President and Chief Executive Officer and other executives, including the granting of common shares and incentive programs;
    • •  recommending a corporate performance score and the Chief Executive Officer’s compensation to the board for approval;
    • •  approving compensation and bonus plans; and
    • •  reviewing annually the succession planning process and results for senior executive roles.

    The full text of the committee mandate can be found here:

    Mandate - Compensation Committee

    The current members of the Executive Committee are: Mr. MacPhail (Chair), Mr. Kanovsky, Mr. Poelzer, Mr. Slubicki and Mr. Skehar. The Executive Committee's mandate includes:

    • •  assisting, as required by the Chief Executive Officer, in managing our affairs on a more frequent basis than the quarterly board meetings;
    • •  reviewing material items impacting our affairs and the energy industry, focused on strategic issues/decisions, but may include relevant and material operational updates from time to time;
    • •  monitoring and influencing strategic direction by bringing its expertise to bear in dealing with value enhancement opportunities and/or challenges of our business; and
    • •  defining and resolving material business opportunities/issues as identified and required by our Chief Executive Officer or Chief Financial Officer.

    The full text of the committee mandate can be found here:

    The current members of the Governance and Nominating Committee are: Mr. Kanovsky (Chair), Mr. Brown, Mr. Carey and Mr. Phillips. The Governance and Nominating Committee's mandate includes:

    • •  assessing our corporate governance practices and making recommendations to the board with respect to corporate governance practices;
    • •  establishing a nomination process and making recommendations to the board with respect to the nomination of directors;
    • •  reviewing the adequacy and form of compensation of the directors and making recommendations to the board; and
    • •  assessing, at least annually, the effectiveness of the board and its committees.

    The full text of the committee mandate can be found here:

    The current members of the Reserves Committee are Mr. Slubicki (Chair), Mr. Carey, Mr. Kanovsky and Mr. MacPhail. The Reserves Committee's mandate includes:

    • •  reviewing management's recommendations for the appointment of the independent engineers;
    • •  reviewing the terms of the independent engineers' engagement and the appropriateness and reasonableness of the proposed fees;
    • •  reviewing the scope and methodology of the independent engineers' evaluation;
    • •  reviewing any significant new discoveries, additions, revisions and acquisitions;
    • •  reviewing assumptions and consistency with prior years;
    • •  reviewing any problems experienced by the independent engineers in preparing the reserve report, including any restrictions imposed by management or significant issues on which there was a disagreement with management; and
    • •  reviewing all public disclosure documents containing reserve information prior to its release, including, the annual report, the annual information form and management's discussion and analysis.

    The full text of the committee mandate can be found here:

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