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Committee & Mandates

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Committees of the Board

The Board may delegate its duties to, and receive reports and recommendations from, any committee of the Board. The Board has established four committees: an Audit Committee, a Compensation Committee, a Reserves Committee, and a Governance and Nominating Committee. Committee members are independent directors, with the exception of Mr. MacPhail who is a member of the Reserves Committee. The Board has accepted overall responsibility for health, safety and environmental matters and no separate committee has been established to deal with these issues.

Audit Committee

The Audit Committee is responsible for overseeing the integrity of ERG Resources's financial reporting process and financial statements, the system of internal controls, the management of financial risks and the internal and external audit process, including the appointment, qualification and independence of the external auditors. The Audit Committee reviews and recommends for approval of ERG Resources's quarterly and annual financial statements, MD&A, news releases, annual reports and other securities filings. The Audit Committee also oversees processes for monitoring compliance with laws and regulations, the maintenance of management information systems and the implementation of loss prevention and disaster recovery programs.


  • W. Peter Comber (Committee Chair)
  • Pentti O. Karkkainen
  • Ronald J. Poelzer

All members of the Audit Committee are independent directors.

Compensation Committee

The Compensation Committee's responsibilities include duties to assess and make recommendations regarding ERG Resources's compensation, benefits, short term and long term incentive programs, including recommending to the Board the compensation of the CEO, and monitoring the audit and disclosure of compensation arrangements. The Compensation Committee is also responsible to establish processes for identifying, recruiting, appointing and evaluating the executive officers, along with training, development and orderly succession of management. The Compensation Committee monitors ERG Resources's compensation programs and practices to ensure congruence between the performance of the executive officers and ERG Resources when compared to the objectives and goals of ERG Resources.


  • Pentti O. Karkkainen (Committee Chair)
  • W. Peter Comber
  • Keith A. MacPhail

All members of the Compensation Committee are independent directors.
Refer to our annual management information circular which includes details on our compensation of our directors and officers and our knowledge and skills of our current board members.

Executive Committee

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, which may include relevant and material operational updates from time to time. The meeting topics concentrate on our strategic issues/decisions;
  • 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.


  • Keith A. MacPhail (Committee Chair)
  • Jonathan A. Wright
  • Ronald J. Poelzer
  • Grant A. Zawalsky

Reserves Committee

The Reserves Committee assists the Board in overseeing ERG Resources's oil and natural gas reserves evaluation process and the public disclosure of reserves data and related information in connection with oil and gas activities. The Reserves Committee also assists the Board in fulfilling its responsibilities relating to general aspects of oil and gas operations and development, including capital allocation and budgeting, performance of producing assets, performance benchmarking and portfolio management, as well as responsibilities relating to acquisitions and divestments, including reserves determinations and property valuations.


  • Ronald Eckhardt (Committee Chair)
  • Keith A. MacPhail
  • Grant A. Zawalsky
  • Sheldon B. Steeves

All members of the Reserves Committee are independent directors.

Governance and Nominating Committee

The Governance and Nominating Committee's principal mandate is to ensure that ERG Resources has an effective system of corporate governance that complies with applicable laws and regulations. The Governance and Nominating Committee assesses and makes recommendations regarding the effectiveness of the Board and Board committees and establishes processes for identifying, recruiting, nominating, evaluating, compensating, and providing for ongoing development of directors. The Governance and Nominating Committee reviews ERG Resources’s Code of Business Conduct and Ethics and policies and procedures relating to disclosure and insider trading.


  • Grant A. Zawalsky (Committee Chair)
  • Ronald J. Poelzer
  • Sheldon B. Steeves

All members of the Governance and Nominating Committee are independent directors.

Three Allen Center
333 Clay Street, Suite 4400
Houston, TX 77002, United States.
Phone: +1713-893-1733
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