Perpetual Energy’s Board of Directors is committed to the highest standards of corporate governance
Perpetual Energy has a reputation for integrity and honesty. This reputation has been earned through the commitment of every employee to these two principles. All employees and consultants of Perpetual Energy are expected and required to adhere to the highest ethical standards in all of their conduct of business. Underlying all actions and business decisions is a concern for what is fair and right. Any situation, decision or response should first consider what is fair and right, then how it reflects on the Company and if it follows Perpetual’s Code of Business Conduct guidelines. In addition, Perpetual has a Whistleblowers Policy, which provides an avenue for anyone to address a concern or complaint about our business practices.
Board Composition
The Board of Directors of Perpetual Energy Inc. is composed of a majority of external non-management Directors who are elected annually by shareholders.
Board Committees
The Board of Directors currently has the following committees:
1. Audit Committee
2. Reserves Committee
3. Compensation and Corporate Governance Committee
4. Environmental, Health & Safety Committee
1. Audit Committee
The Audit Committee assists the Board of Directors in fulfilling its legal, regulatory and fiduciary obligations with respect to: financial accounting, internal control processes, continuous public disclosure, the independent audit function, non-audit services provided by independent auditors and other related matters as may be delegated by the Board of Directors. It is required to report to the Board of Directors of Perpetual Energy on a regular basis.
Committee members: Linda Dietsche (Chair), Geoff Merritt and Howard Ward, each of whom is an independent director.
2. Reserves Committee
The prime responsibility of the Reserves Committee is to assist with the selection and remuneration of the reserves evaluator, the establishment of processes and procedures, compliance and disclosure of regulatory requirements of reserves information, and the review of the annual and periodic independent engineering reports. Generally, the committee meets twice annually: once prior to the selection of the reserves evaluator and once prior to public release of the annual reserve estimates.
Committee members: Geoff Merritt (Chair), Linda Dietsche and Howard Ward, each of whom is an independent director.
3. Compensation and Corporate Governance Committee
This committee is responsible for the governance of the Board including the responsibility to review the mandate of the Board’s committees, recommending changes to the size of the Board and its committees and generally implementing good corporate governance practices.
In addition, the committee ensures that compensation policies (salaries, employee benefits and incentive compensation) are fair, equitable and competitive with the rest of the industry and that the incentive mechanism of remuneration is well aligned with the interests of shareholders.
Committee members: Howard Ward (Chair), Linda Dietsche and Geoff Merritt, each of whom is an independent director.
4. Environmental, Health & Safety Committee
This committee works to ensure that environmental, health and safety policies and procedures meet all obligations to achieve regulatory compliance and meet acceptable industry standards. This includes the review and approval of internal environment and safety policies, emergency response plans, review of environment, health and safety risks and the proper management of those risks.
Committee members: Geoff Merritt (Chair), Linda Dietsche and Howard Ward, each of whom is an independent director.
Whistleblower Policy
Perpetual Energy invites anyone to address a concern or make a complaint regarding any questionable Perpetual Energy business practices. Complaints can be anonymously reported via email, telephone or post. Please address your concerns to the Chairman of Perpetual Energy’s Audit Committee as follows:
Linda Dietsche
Suite 3200, 605 5 Avenue SW
Calgary, Alberta T2P 3H5
Telephone: 403-269-4412
Email: [email protected]
Upon receiving a complaint, the Chairman of the Audit Committee will follow the procedures outlined in the Whistleblower Policy.