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.
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.
All members of the Audit Committee are independent directors.
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.
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.
The Executive Committee's mandate includes:
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.
All members of the Reserves Committee are independent directors.
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.
All members of the Governance and Nominating Committee are independent directors.