Pine Cliff Energy Ltd.

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    [symbol] => PNE
    [exchange] => TSX Exchange
    [compname] => PINE CLIFF ENERGY LTD
    [date] => Dec 14, 2018
    [time] => 15:59 ET
    [open] => 0.27
    [high] => 0.28
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    [last] => 0.27
    [tick] => No Change
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    [volume] => 99,120
    [yearlow] => N/A
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TSX Exchange (PNE) $0.27 Change 0.00 | 0.000%

Board Mandate

                             MANDATE OF THE BOARD OF DIRECTORS OF PINE CLIFF ENERGY LTD. (THE "CORPORATION")

The primary responsibility of the Board of Directors is to supervise the management of the Corporation to ensure the long term success of the Corporation and to maximize shareholder value. Any responsibility which has not been delegated to management remains with the Board of Directors of the Corporation (the "Board").

COMPOSITION

The Board shall consist of such number of Directors as is fixed by the Articles of Incorporation (the “Articles”), or where the Articles specify a variable number, such number of Directors as may be determined from time to time by the Corporation’s shareholders by ordinary resolution. At least 25 percent of the Directors shall be resident Canadians. Except as set out in the By-Laws of the Corporation, Board members will be elected at the annual meeting of the shareholders and will serve until their successors are duly appointed. All members of the Board shall have the skills and abilities required to carry out their duties and responsibilities in the most effective manner. The Board shall endeavour to always have the right mix of experience and competencies to discharge its responsibilities.

MEETINGS 

The Board meets or has conference call meetings at least four times per year, and as deemed necessary in order to carry out its duties effectively. The Board shall also retain independent advice, if deemed necessary, which will be paid for by the Corporation.
 

DUTIES AND RESPONSIBILITIES

The Board is charged with the overall stewardship of the Corporation and manages or supervises the business of the Corporation and its management. The Board' responsibilities include:

1.                   Management Selection, Retention and Succession
·         Select, appoint and if necessary terminate the Chief Executive Officer (“CEO”)
·         Approve the list of directors standing for election
·         Review this mandate annually and recommend changes to the Board when necessary
·         Annually appoint directors to Audit Committee and delegate to such committees specific responsibilities, pursuant to their respective mandate, as approved by the Board
·         At the Board's discretion, appoint any other Board committees that the Board decides are needed and delegate to such committees specific  responsibilities,  pursuant  to their respective mandate, as approved by the Board
·         Approve compensation and compensation programs for senior management, as recommended by the CEO
·         Assess the CEO against corporate objectives approved by the Board
·         Assess, annually, the effectiveness and the performance of the Board, committees and directors in fulfilling their responsibilities
·         Approve director's compensation


2.                  Strategy
·         Review and approve the corporate objectives developed by the CEO
·         Review, adopt and monitor the Corporation's strategic planning process
·         Monitor the Corporation's performance in light of the approved strategic planning process

3.                  Corporate Ethics and Integrity
·         Review and monitor the Corporation's Code of Conduct and disclose any waivers of the code for officers and directors
·         Review and respond to potential conflict of interest situations
·         Ensure policies and processes are in place for the identification of principal business  risks and review and approve risk management strategies
·         Approve corporate policies and other corporate protocols and controls
·         Approve the Corporation's policy on public disclosure

4.                  Financial Responsibilities
·         Approve the annual financial statements of the Corporation, as recommended by the Audit Committee
·         Approve the quarterly interim financial statements of the Corporation, as recommended by the Audit Committee
·         Recommend to the shareholders the appointment of the Corporation 's external auditors, as recommended by the Audit Committee
·         Review and approve annually the Corporation 's operating budget
·         Review, as deemed necessary, approval authorities to the CEO and senior management
·         Approve financial commitments in excess of delegated approval authorities
·         Review and approve any material acquisitions, divestments, and corporate reorganizations
·         Assess and approve any material securities offerings, financing or banking arrangements

TIMELINE

The Board's work schedule will be conducted on an ongoing basis to serve the requirements of applicable regulations.