Code of Conduct

July 1, 2022

Whistle Blower

Introduction

The audit committee of the board of directors of Pine Cliff Energy Ltd. (“Pine Cliff”, the “Company” and “we”) instituted this Whistle Blower Policy (the “Policy”) in accordance with applicable securities legislation. Pine Cliff has always had an informal open door policy for all employees, contractors and other stakeholders (collectively, “Stakeholders” and “you”) to discuss all matters pertaining to the operation and reporting of activities of Pine Cliff and its affiliated organizations.

Employees of entities are often the first to realize that there may be something seriously wrong with an organization. However, they may decide not to express their concerns because they feel that speaking up would be disloyal to their colleagues or to the organization. They may also fear harassment or victimization. In these circumstances, they may feel it would be easier to ignore the concern rather than report what may just be a suspicion of malpractice.

This Policy makes it clear that Stakeholders can report concerns without fear of victimization, subsequent discrimination or disadvantage. This Policy is intended to encourage and enable Stakeholders to raise serious concerns within Pine Cliff rather than overlooking a problem or seeking a resolution for the problem outside Pine Cliff.

This Policy applies to all employees and those contractors working for Pine Cliff. It is also intended to provide a method for other stakeholders (suppliers, customers, shareholders etc.) to voice their concerns regarding Pine Cliff's business conduct.

The Policy is also intended as a clear statement that if any wrongdoing by Pine Cliff or any of its employees or by any of its contractors or suppliers is identified and reported to Pine Cliff, it will be dealt with expeditiously and thoroughly investigated and remedied. Pine Cliff will further examine the means of ensuring that such wrongdoing can be prevented in the future.

What is Whistle-blowing?

Whistle-blowing can be described as giving information about potential illegal and/or underhanded practices i.e. wrong doing.

What is wrong doing?

Wrong doing involves any unlawful or illegal behavior and can include:

  • An unlawful act whether civil or criminal;
  • Breach of or failure to implement or comply with any published Pine Cliff policy;
  • Unprofessional conduct;
  • Questionable accounting or auditing practices;
  • Dangerous practice likely to cause physical harm/damage to any person/property;
  • Failure to rectify or take reasonable steps to report a matter likely to give rise to a significant and avoidable cost or loss to Pine Cliff;
  • Abuse of power or authority for any unauthorized or ulterior purpose; and
  • Unfair discrimination in the course of employment or provision of services.

This list is not definitive, but is intended to give an indication of the kind of conduct which might be considered as "wrong doing".

Who is protected?

Any Stakeholder who makes a disclosure or raises a concern under this Policy will be protected if the employee:

  • Discloses the information in good faith;
  • Believes it to be substantially true;
  • Does not act maliciously or make false allegations; and
  • Does not seek any personal or financial gain.

Who should you contact?

As a first step, we encourage you to report any known violations or complaints to your immediate supervisor. If you do not feel comfortable reporting the information to your immediate supervisor we recommend reporting violations to the senior officers of the Company. Violations or complaints can be reported directly in person, via telephone, regular mail or email. As an alternative, you can contact any one of the Company’s audit committee members listed below:

• Mr. Robert Fryk - rfryk@telus.net or by phone at 1-403-807-5151; or

• Mr. William Rice - riceb@shaw.ca or by phone at 1-403-991-3383; or

• Ms. Jacqueline Ricci - jricci@zechner.com or by phone at 1-647-292-1394;

How will the Company respond?

The action taken will depend on the nature of the concern raised. Initial enquiries will be made to decide whether an investigation is appropriate and, if so, what form it should take. Some concerns may be resolved by agreed action without the need for investigation. If urgent action is required, this will be taken before any investigation is conducted.

Where appropriate, the matters raised may:

  • Be investigated by management, the board of directors, or through a disciplinary process;
  • Be referred to the police;
  • Be referred to the external auditor; or
  • Form the subject of an independent inquiry.

Within 15 calendar days after a concern is raised, the person contacted or a representative thereof will write to you:

1. Acknowledging that the concern has been received;

2. Indicating how they propose to deal with the matter;

3. Giving an estimate of how long it will take to provide a final response;

4. Telling you whether any initial enquiries have been made; and

5. Telling you whether further investigations will take place and if not, why not.

The amount of contact between the persons considering the issues and you will depend on the nature of the matters raised, the potential difficulties involved and the clarity of the information provided. If necessary, Pine Cliff will seek further information from you.

Pine Cliff accepts that you need to be assured that the matter has been properly addressed. Thus, subject to legal constraints, we will inform you of the outcomes of any investigation.

Prevention of recriminations, victimization or harassment

Pine Cliff will not tolerate an attempt on the part of anyone to apply any sanction or detriment to any person who has reported to Pine Cliff a serious and genuine concern that they may have concerning an apparent wrong doing.

The Company will take steps to minimize any difficulties which you may experience as a result of raising a concern. For instance, if you are required to give evidence in criminal or disciplinary proceedings, the Company will arrange for you to receive advice about the procedure.

Confidentiality and anonymity

Pine Cliff will respect the confidentiality of any whistle-blowing complaint received by Pine Cliff when the complainant requests confidentiality. However, confidentiality may not be maintained if such confidentiality is incompatible with a fair investigation or if there is an overriding reason for identifying or otherwise disclosing the identity of the person making the complaint, or if disclosure of the identity of the complainant is required by law. In the event that anonymity is requested, you should contact one of the above mentioned audit committee members by phone who will give a case number and a time or times when you can call back for updates on the investigation of your complaint.

False and malicious allegations

Pine Cliff is proud of its reputation of adhering to high standards of ethical behavior and honesty. It will therefore ensure that resources are put into investigating any complaint which it receives. However, Pine Cliff will regard the making of any deliberately false or malicious allegations by any Stakeholder as a serious disciplinary offence which may result in disciplinary action including dismissal for cause and pursuing civil remedies.

Introduction

Introduction

Pine Cliff Energy Ltd. and its affiliates (“Pine Cliff” or the “Company”) are committed to maintaining the highest of business standards in our operations, wherever they may be. Our Company recognizes the importance of credibility, integrity and trust to our success as a business.

This Code of Business Conduct and Ethics (the “Code”) is our guide to ethical and lawful conduct for all employees, consultants, officers, and directors (collectively, “Employees” or “you”) of the Company. This Code will help us meet our business practice standards and comply with applicable laws and regulations. Our compliance with both the letter and spirit of this Code is essential to protecting Pine Cliff’s business and reputation. This Code is to be used as guide for appropriate conduct and to prevent improper conduct. Pine Cliff will not tolerate any conduct that is unlawful or damaging to its reputation.

This Code is a general guideline for making certain that:

  • A work environment is maintained that promotes the dignity and self-respect of each Employee;
  • All Employees are aware of and dully observe the laws and regulations that impact their business activities;
  • A standard of behavior is in place that reflects the values and integrity of Pine Cliff and its board of directors (the “Board”), officers, employees and consultants; and
  • Policies be adopted to provide as much protection as possible from financial loss and legal liability.

This Code does not replace any other published rules and policies of Pine Cliff, including other work rules and personal conduct policies. While this Code provides guidance and explains what is considered acceptable and unacceptable behavior, the Code does not describe every specific act that is acceptable or unacceptable. Because a specific act is missing from this Code, it does not mean that act is acceptable or condoned. Ultimately, Employees must rely on their judgment about the right thing to do in order to maintain personal and corporate integrity.

Management Responsibilities

Management Responsibilities

Managers must exhibit the highest standards of corporate responsibility and business conduct and create a work atmosphere that supports our values and policies, including this Code. It is the duty of each member of management to take into account an Employee’s willingness and commitment to comply with this Code when making promotion and other employment decisions.

Conflicts of Interest

Conflicts of Interest

Employees are not permitted to do anything that does not support the best interests of Pine Cliff.

Activities not permitted include:

  • Using Pine Cliff property for his/her own material benefit;
  • Influencing Pine Cliff’s contractors or consultants for his/her own personal gain;
  • You, or your family members, or friends, acting on business opportunities or investments presented to Pine Cliff, other than for the benefit of Pine Cliff, that are not already available to the public without written permission from outside counsel or the President and Chief Executive Officer (“CEO”);
  • Making or recommending decisions for Pine Cliff that might benefit an Employee, his/her family members, or friends financially without first telling senior management that such benefits may result;
  • You or your spouse and other dependents, owning a five percent (5%) or more equity interest in any entity that sells supplies, furnishes services, or otherwise does business with Pine Cliff without written permission from the CEO, or in the case of the CEO of the Company, permission will be sought from the Board; and
  • You or your spouse and other dependents owning a five percent (5%) or more equity interest in a competitor of the Company without written permission from the CEO, or in the case of the CEO, permission will be sought from the Board.

During business hours, Employees should devote their full time and attention to Pine Cliff and their assigned job duties. Unrelated outside activities, business, or secondary employment are not permitted during business hours.

No Employee of Pine Cliff should serve on the board of any corporation that it does not own or control or may be in competition with Pine Cliff without the written approval of Pine Cliff’s CEO. It is acceptable to serve on the board of a non-profit, charitable, religious, or civic organization without prior written approval, provided it does not interfere or impair the Employee’s ability to perform their duties at Pine Cliff.

To avoid potential conflicts of interest, it is against Pine Cliff’s policy for the Company to extend loans to officers or directors.

Confidential and Proprietary Information

Confidential and Proprietary Information

Occasionally, Employees may know confidential information concerning Pine Cliff’s customers, suppliers, business contacts, other Employees, or technical operations. Employees must keep this information confidential during and after their employment with Pine Cliff. Personal information relating to Pine Cliff customers, suppliers, business contacts or other Employees must be treated in confidence.

Generally, any information stored by and/or processed by Pine Cliff is proprietary information. This confidential information includes computerized data, methods, techniques, and documentation relating to computing services, developed software, and third-party software.

Employees must be aware of their responsibilities regarding access to Pine Cliff’s computer services, and the access, use, and disclosure of confidential information. Confidential and proprietary information must be used for Pine Cliff’s purposes only, never for personal gain.

Accounting and Reporting

Accounting and Reporting

Honest and accurate documents are important resource materials during audits and other internal or external reviews. The Company’s production and accounting records are relied upon to produce reports for the Company’s management, shareholders, creditors, government agencies, and others. Our financial statements and the books and records upon which they are based must accurately reflect all corporate transactions and conform to all legal and accounting requirements and our system of internal controls.

All Employees must comply with Pine Cliff’s accounting and reporting procedures and ensure all books, records, accounts, and supporting papers are accurate and complete. Employees are forbidden to forge, falsify, or leave out important facts to mislead auditors or other internal or external reviewers intentionally on any business documents of Pine Cliff. Employees will not destroy or alter documents or records so as to hide the documents or Company actions.

Fair Dealing

Fair Dealing

Contractor and supplier relationships must be managed in a fair, equitable, and ethical manner consistent with this Code and all applicable laws and good business practices. Pine Cliff promotes competitive procurement to the maximum extent practical and evaluates every supplier’s products and services on the basis of technical excellence, quality, reliability, service, price, delivery, and other relevant objective factors. Pine Cliff prohibits Employees from making purchasing decisions on the basis of personal relationships, friendships, or the opportunity for personal financial gain other than token items such as lunches, dinners, or tickets to sporting events close to areas of employment.

Employees must respect the terms of supplier and contractor contracts and licensing agreements and safeguard all confidential information received from a contractor or supplier, including pricing, technology, or proprietary design information. This confidential information must not be disclosed to anyone outside Pine Cliff without the written permission of the supplier or contractor.

All contractors who exchange or receive personal information from Pine Cliff must have privacy policies and practices in compliance with applicable Canadian federal and provincial laws.

Compliance with Laws, Rules, and Regulations

Compliance with Laws, Rules, and Regulations

The Company is strongly committed to conducting its business affairs with honesty and integrity and in full compliance with all laws, rules, and regulations, applicable to the Company’s business in the countries in which it operates. Each Employee must at all times respect and obey such laws, rules, and regulations, including insider trading laws, and should avoid any situation that could be perceived as improper, unethical, or indicate a casual attitude towards compliance with such laws, rules and regulations. Although all Employees are expected to know the details of these laws, it is important to know enough to determine when to seek advice from appropriate personnel. The Company provides all necessary information to its Employees to promote compliance with laws, rules and regulations, including insider-trading laws.

Compliance with Environmental Laws

Compliance with Environmental Laws

The Company is dedicated to complying with all relevant environmental laws and regulations and requires Employee’s to comply with these laws and regulations as well. It is the duty of each Employee to report what he/she believes to be environmental violations to his/her supervisor, the CEO or our outside counsel.

Discrimination and Workplace Harassment

Discrimination and Workplace Harassment

Employees are forbidden to discriminate against or harass other Employees. No Employee is permitted to act in a way that is considered or could be considered illegal or harassing. Discriminatory or harassing conduct, whether verbal, physical or visual, could include derogatory comments based on racial or ethnic characteristics and unwelcome sexual advancements.

It is the responsibility of each member of management to, as much as possible, be aware of any behavior or conduct that could be considered workplace harassment or discrimination. Management is also required to enforce these policies and immediately contact the CEO or a director regarding any situation that could be considered workplace harassment or discrimination.

It is the responsibility of each Employee to maintain a work environment free of discrimination and harassment and to report any situation that the Employee believes may be workplace harassment or discrimination to his/her supervisor, his/her department head, the CEO or a director.

Employment of Family Members

Employment of Family Members

Pine Cliff allows an Employee’s and specifically a consultant’s (if more than 50 percent of the consultant’s time is charged to Pine Cliff) spouse, parents, children, and other family members to work for the Company, both during and after the Employee’s career with Pine Cliff, provided the employment is in Pine Cliff’s best interest. Such hiring must be approved by the CEO or a director if it is a family member of the CEO. All Pine Cliff hiring decisions will be made strictly on the basis of individual qualifications. To avoid the possibility or appearance of preferential treatment, Pine Cliff will not have one family member placed in a position of influence over another family member. Formal procedures must be in place for this type of reporting structure.

Health and Safety

Health and Safety

The health and safety of our personnel and the safe operation of our facilities are principal objectives of Pine Cliff.  The Company is committed to providing safe and healthy places of employment and will follow operating practices that eliminate or minimize exposure to hazardous and unhealthy conditions. The success of our health and safety efforts depends on the cooperation, support, and active involvement of all Pine Cliff personnel. Each Employee is responsible for working safely, not only for him or herself, but also for co-workers, and complying with all safety rules and protocols at all times. Questions or concerns should immediately be reported to a supervisor or senior management.

The use, sale, possession, distribution, manufacture, and/or presence in the body of illegal drugs or inhalants, or the improper use of alcohol or prescription drugs by Employees is strictly forbidden while on Pine Cliff premises, in Pine Cliff vehicles, or while conducting Pine Cliff business on or off Pine Cliff premises. The use of any of these items in any environment is prohibited to the extent that it has a detrimental effect on job performance, safety, or efficiency while conducting Pine Cliff business on or off Pine Cliff premises, or while in Pine Cliff owned or leased vehicles.

The possession, use, or distribution of firearms, weapons, and explosives is prohibited while on Pine Cliff premises, while conducting Pine Cliff business or while in Pine Cliff vehicles on or off Pine Cliff premises, without prior written authorization by a Pine Cliff officer.

If evidence supports a reasonable suspicion of use, possession, or distribution of prohibited items, Pine Cliff reserves the right to conduct searches on Pine Cliff premises or in Pine Cliff owned or leased vehicles for such items.

Document Retention

Document Retention

Employees must comply with Pine Cliff department specific document retention guidelines to ensure that any applicable laws and regulations are met.  Each Employee should become familiar with and adhere to these guidelines.  Additionally, when litigation or an investigation is pending, Employees are prohibited from modifying or destroying relevant documents or records including Employee’s personal files and electronic records.  The consequences of modifying or destroying any relevant documents or records are severe and may include prosecution.  An Employee who has any doubt about the legality or propriety of modifying or destroying any document or record should contact his/her supervisor, the CEO, outside counsel, or a director before proceeding.

External Communications

External Communications

From time to time, Employees may be contacted by government representatives or legal counsel representing other companies, government agencies, or individuals in connection with investigations that concern Pine Cliff, its businesses, clients, Employees or suppliers.  While Pine Cliff cooperates with all reasonable requests from government agencies and authorities, all requests for information other than what is provided on a routine basis should be reported to the CEO or to our outside counsel immediately. An Employee who is contacted should decline to respond and should refer the requester to the CEO or to our outside counsel. Likewise, if an Employee receives a subpoena or other request to testify or produce documents, a copy of the subpoena or request should be forwarded immediately to the CEO or to our outside counsel.

The CEO’s or outside counsel’s guidance should be received before responding to any request, and all responses must be coordinated through them. All information provided should be truthful and accurate. Employees must never mislead any investigator and must never modify or destroy documents or records in response to an investigation.

Expense Accounts

Expense Accounts

Employee expense accounts should be used only to reimburse Employees for items and activities that are purchased for Pine Cliff business.  Each Employee must submit an accurate expense report of the money spent for this purpose.

Use of Email, the Internet and Software

Use of Email, the Internet and Software

Pine Cliff’s technological resources are a Pine Cliff asset and should be used by Employees in pursuit of Pine Cliff’s business. While limited use of these resources for personal purposes is acceptable, Employees should not expect their use of these resources to be private or confidential, including their use of voice mail and email. Pine Cliff may access these technological resources at any time and may disclose the information it accesses to law enforcement or other third parties without prior consent of the sender or the recipient. Employees should take the same care in their electronic communications as they take when they communicate in person or by paper. Employees are forbidden from engaging in the following activities utilizing Pine Cliff’s technological resources:

  • Sending email or other communications that masks the sender’s identity;
  • Using another Employee’s password without permission to access any technological resources; or
  • Sending or saving offensive material.

Any electronic communication of personal information must be in accordance with regulatory privacy policy. Electronic sources (laptop, desktop, computer disk, recordings) of personal information must be kept under security measures appropriate for the sensitivity of the information.

An Employee’s logon ID and password are intended for his/her use only. While Pine Cliff can require Employees to disclose passwords and security codes at Pine Cliff’s discretion, Employees should be selective and extremely cautious before disclosing their passwords or logon ID combinations to anyone else.

Pine Cliff does not allow its Employees to copy or distribute copyrighted material (for example: software, database files, articles, or graphics files) through Pine Cliff’s email system or by any other means without confirming in advance from appropriate sources that Pine Cliff has the right to copy or distribute the material. Employees are not permitted to install public software on Pine Cliff computers without the express written consent from their supervisor or senior management or discussions with other departments that may be affected.

Company Logo

Company Logo

The logos of Pine Cliff and its business units are considered property of Pine Cliff and must only be used for business purposes. Only the approved logos, which are available through the CEO, may be used, and approval must be obtained from the CEO or the Chief Financial Officer (“CFO”) prior to using any Pine Cliff logo.  Re-creation or alteration of Pine Cliff’s logos is not permitted.

Gifts and Entertainment

Gifts and Entertainment

Reasonable gifts and entertainment are a part of normal business courtesy and are not prohibited. However, Employees should always use good judgment and discretion to avoid the appearance of impropriety or obligation. Pine Cliff Employees should be certain that any gifts given or received, or entertainment hosted or attended as a guest, do not violate the law, customary business practices, or this Code.

While Employees may exchange or accept gifts with their customers and suppliers as part of a normal business courtesy, no gifts, favors, or payments should be accepted which imparts a future obligation on the Employee or was given in an attempt to influence decisions regarding the business of Pine Cliff. Additionally, the value of the gifts exchanged should be reasonable, and the exchanges should occur infrequently.

Likewise, while Employees may be participants in entertainment with their customers and suppliers as hosts or guests in the normal course of a business relationship, Employees must not be participants when the entertainment is an attempt to influence decisions regarding the business of Pine Cliff or imparts a future obligation of the Employee.

Additionally, the value of the entertainment should be reasonable and the Employee’s participation should occur infrequently. Finally, Employees are prohibited from participating in inappropriate entertainment as either a guest or a host. An Employee who has any doubt about the propriety of a gift or entertainment should contact his/her supervisor, senior management, or our outside counsel before exchanging the gift or participating in the proposed activity.

Generally, any gift with a value over $400 must be disclosed in writing to the manager of your department. If, given the circumstances, the gift is determined to be inappropriate, your manager may require the gift be returned to the originator. Gifts and entertainment in excess of $400 may be accepted, if approved in advance by the CEO.

Obtaining and Using Competitor Information

Obtaining and Using Competitor Information

While information about our competitors, customers, and suppliers is a valuable asset, the law and our standards of appropriate business conduct require that our Employees obtain this information legally. It is not unusual to obtain information about other organizations, including our competitors, through legal and ethical means such as public documents, public presentations, journal and magazine articles, and other published and spoken information. However, Employees are prohibited from obtaining proprietary or confidential information about our competitors, customers, or suppliers through illegal means, or from using any proprietary or confidential information acquired during a prior employment relationship. It is also not acceptable to use or seek to acquire proprietary or confidential information when doing so would require anyone to violate a contractual agreement, such as a confidentiality agreement with a prior employer. Employees are prohibited from taking any improper actions to gain information about our competitors, customers, and suppliers.

Political Contributions

Political Contributions

Only Pine Cliff’s CEO may authorize the use of Pine Cliff’s resources to support political activities. Employees must not use Pine Cliff’s money, credit, property, or services for political activities. Outside of Pine Cliff’s business hours, Employees may participate in any political activities of their choice, but Pine Cliff will not support or reimburse Employees financially.

Community Involvement

Community Involvement

Pine Cliff directly and through its Employees contributes to the general well-being and improvement of towns, cities, and regions where it has operations. Pine Cliff provides support to worthwhile community programs in areas such as social welfare, health, education, and arts and culture to promote the development of positive relationships in the areas where the Company has business interests. Pine Cliff also encourages the recruitment of qualified local personnel where practical. While Pine Cliff encourages Employees to participate in charitable organizations and other community activities of their choice, these outside activities should not materially interfere with job duties. All Pine Cliff’s community involvement and requests for contributions must go through the CEO.

When a new project or business issue affects a local community, the Employee should seek the guidance of senior management to help facilitate communications with the affected community. Senior management will serve as support, proactively building and maintaining relationships with local communities as project development occurs by direct contact or through associations. This will include developing a consistent platform to help educate landowners and communities about Pine Cliff’s operations and safety programs.

Reporting Violations

Reporting Violations

This Code and other Pine Cliff policies provide general information for seeking guidance or reporting violations of this Code to supervisors, department heads, senior management or outside counsel. For more serious breaches of this Code, or if you have not received a satisfactory response, the Company has adopted a Whistle Blower Policy, that is available on the Company’s website for procedures regarding submission of matters through a confidential anonymous process.

Compliance Procedures

Compliance Procedures

This Code is not intended to address all of the situations that you may encounter. There will be occasions where you are confronted by circumstances not covered by this Code and where you must make a judgment as to the appropriate course of action. In those circumstances you are encouraged to use common sense, and to contact either his/her supervisor, senior management, a director, or our outside counsel immediately.

Employees may face disciplinary action, up to and including discharge from the Company, if they: violate this Code; encourage or help other Employees to violate this Code; condone other Employees who violate this Code; fail to report a Code violation; retaliate against any Employee who reports a Code violation in good faith; report a false breach of this Code; or fail as officer, director, manager, or supervisor to take appropriate steps to ensure compliance with this Code.

The Board is responsible for monitoring compliance with this Code. Employees must work honestly and in good faith. Employment with the Company depends on an Employees ability and willingness to comply with this Code. Adherence to these standards carries the highest priority. All Employees are required to acknowledge compliance when they are hired and again on an annual basis if requested by management to do so.

Audit Committee Charter

Establishment of the Audit Committee

It is the policy of Pine Cliff Energy Ltd. (the "Corporation") to establish and maintain an Audit Committee (the "Committee") to assist the Board of Directors of the Corporation (the "Board") in the exercise of its duties and responsibilities.

Composition of the Committee

The membership of the Committee shall be as follows:

  • The Committee shall consist of a minimum of three directors of the Corporation;
  • Each of the members of the Committee must be "independent" within the meaning of National Instrument 52-110 – Audit Committees;
  • All members of the Committee shall be “financially literate” in that they must be able to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Corporation’s financial statements;
  • Members of the Committee shall be appointed annually by the Board, at the first meeting of the Board after the annual general meeting of shareholders of the Corporation, from among directors of the Corporation;
  • The chair (the "Chair") of the Committee shall be appointed by the Board;
  • A member of the Committee shall ipso facto cease to be a member of the Committee upon ceasing to be a director of the Corporation; and
  • Any member of the Committee may be removed or replaced at any time by resolution of the directors of the Corporation. If and whenever a vacancy shall exist on the Committee, the remaining members may exercise all its powers so long as a quorum remains.
Meetings of the Committee

Subject to the following requirements, the Committee may determine its own meeting procedures:

  • The Committee shall convene at such dates, times and places as may be designated or approved by the Chair whenever a meeting is requested by the Board, a member of the Committee, the Corporation’s external auditors (the “Auditors”), the Chief Executive Officer of the Corporation (the "CEO") or a senior executive of the Corporation. The Committee shall convene a minimum of four times per year to correspond with the review of the annual and quarterly financial statements;
  • Notice of each meeting shall be given to each member of the Committee, the Chairman of the Board, the CEO, the Auditors and all other persons the Committee determines should be provided with notice of the meeting;
  • Notice of a meeting of the Committee shall:
    • be in writing;
    • state the nature of the business to be transacted at the meeting in reasonable detail;
    • provide the location of the meeting and instructions how to participate remotely if required;
    • to the extent practicable, be accompanied by copies of documentation to be considered at the meeting; and
    • be given at least two business days prior to the time stipulated for the meeting or such shorter period as the members of the Committee may permit;
  • A quorum for the transaction of business at a meeting of the Committee shall consist of a majority of its members. Every motion at the Committee meeting shall be decided by a majority of votes cast; in the event of a tie vote on any matters, such matters shall be presented to the Board for its consideration and determination;
  • Any member of the Committee may participate in a meeting of the Committee by means of such telephonic, electronic or other communication facilities as permit all persons participating in the meeting to communicate adequately with each other, and a member participating in such a meeting by any such means is deemed to be present at the meeting;
  • In the absence of the Chair, the members of the Committee shall choose one of the members present to be chair of the meeting. In addition, the members of the Committee shall choose one of the persons present to be the secretary of the meeting;
  • The Chairman of the Board, the CEO, senior financial Management and other parties may attend meetings of the Committee; however, the Committee: (i) shall meet with the Auditors independent of Management; and (ii) may meet separately with Management;
  • The Committee shall meet in a separate, non-Management, in camera session at each meeting. The Committee may invite such officers, directors and employees of the Corporation or affiliates as it see fit from time to time to attend meetings of the Committee and to assist thereat in the discussion of matters being considered by the Committee;
  • Minutes shall be kept of all meetings of the Committee and shall be signed by the chair and the secretary of the meeting; and
  • Minutes of Committee meetings will be sent to all Board members and relevant Management. Reports on the conduct of the meetings will be made to the Board by the Chair or in their absence, by the chair of the meeting.

Duties and Responsibilities of the Committee

The Committee's primary duties and responsibilities are to assist the Board with the following:

  • providing an open avenue of communication among Management, the Auditors and the Board;
  • monitoring the adequacy of this Charter and recommending any proposed changes to the Board;
  • reviewing the appointments of the Corporation’s Chief Financial Officer and any other key financial executives involved in the financial reporting process;
  • identifying and monitoring the Management of the principal risks that could impact the financial reporting of the Corporation;
  • reviewing with Management and the Auditors the adequacy and effectiveness of the Corporation’s accounting and financial controls and overseeing the integrity, adequacy and timeliness of its financial reporting processes. The Committee shall review to ensure, to its satisfaction, that adequate procedures are in place for the review of the Corporation’s disclosure of financial information extracted or derived from the Corporation’s financial statements and will periodically assess the adequacy of those procedures;
  • reviewing with Management and the external auditors the audited annual financial statements and related documents and review with Management the unaudited quarterly financial statements and related documents, prior to filing or distribution, including matters
  • required to be reviewed under applicable legal or regulatory requirements, for submission to the Board of Directors for approval;
  • reviewing with Management, where appropriate and prior to release, any news releases that disclose annual or interim financial results or contain other significant financial information that has not previously been released to the public;
  • reviewing the Corporation’s financial reporting and accounting standards and principles and significant changes in such standards or principles or in their application, including key accounting decisions affecting the financial statements, alternatives thereto and the rationale for decisions made;
  • reviewing the quality and appropriateness of the accounting policies and the clarity of financial information and disclosure practices adopted by the Corporation, including consideration of the Auditors’ judgment about the quality and appropriateness of the Corporation’s accounting policies. This review may include discussions with the external auditors without the presence of Management;
  • reviewing with Management and the Auditors, significant related party transactions and potential conflicts of interest;
  • pre-approving all non-audit services in excess of $20,000 to be provided to the Corporation by the Auditors and applicable fees;
  • if deemed necessary, inspecting any and all of the books and records of the Corporation, its subsidiaries and affiliates;
  • discussing with Management, its subsidiaries and affiliates and staff of the Corporation, any affected party, contractors and consultants of the Corporation and the external auditors, such accounts, records and other matters as any member of the Committee considers necessary and appropriate;
  • when there is to be a change of Auditors, reviewing all issues and provide documentation related to the change, including the information to be included in the Notice of Change of Auditors and documentation required pursuant to National Instrument 51-102 (or any successor legislation) of the Canadian Securities Administrators and the planned steps for an orderly transition;
  • reviewing all securities offering documents (including the documents incorporated therein by reference) of the Corporation;
  • reviewing findings, if any, from examinations performed by regulatory agencies with respect to financial matters;
  • reviewing and overseeing Management’s procedure for monitoring the Corporation’s compliance with laws and regulations related to financial reporting;
  • reviewing current and expected future compliance with covenants under financing agreements;
  • reviewing the proposed issuance of debt and equity instruments including public and private debt, equity and hybrid securities, credit facilities with banks and others, and other credit arrangements such as material capital and operating leases. When applicable, the Committee shall review the related securities;
  • monitoring and overseeing the independence of the Auditors by reviewing all relationships between the Auditors and the Corporation and all non-audit work performed for the Corporation by the Auditors;
  • establishing and reviewing the Corporation’s procedures for the:
  • receipt, retention and treatment of complaints regarding accounting, financial disclosure, internal controls or auditing matters; and
  • confidential, anonymous submission by employees of the Corporation regarding questionable accounting, auditing and financial reporting and disclosure matters.
  • reviewing and approving the Corporation’s hiring policies regarding partners, employees and former partners and employees of the present and former Auditors of the Corporation;
  • conducting or authorizing investigations into any matters that the Committee believes is within the scope of its responsibilities;
  • performing such other functions and exercise such other powers as are prescribed from time to time for the audit committee of a reporting issuer in Parts 2 and 4 of NI 52-110, all other applicable laws and policies and procedures of all applicable regulatory authorities, the Business Corporations Act (Alberta) and the By-laws of the Corporation; and
  • performing any other activities consistent with this Charter as the Committee or the Board deems necessary or appropriate.
Management and Auditor’s Role

Management is responsible for preparing the Corporation’s financial statements and other financial information and for the fair presentation of the information set forth in the financial statements in accordance with International Financial Reporting Standards. Management is also responsible for establishing internal controls and procedures and for maintaining the appropriate accounting and financial reporting principles and policies designed to assure compliance with accounting standards and all applicable laws and regulations.

The Auditors’ responsibility is to express an opinion on the Corporation’s financial statements, based on their audit conducted in accordance with generally accepted auditing standards.

Reporting

At the earliest reasonable opportunity after each meeting, the Committee shall report to the Board the results of its activities and any reviews undertaken and make recommendations to the Board as deemed appropriate.

Access to Outside Advisors

The Committee has the authority to retain independent counsel, accountants or other advisors to assist it, as it considers necessary, to carry out its duties, and to set and pay the compensation of such advisors at the expense of the Corporation. If these costs exceed $10,000 per annum for a Committee member, such member will obtain prior approval from the Board for the amount exceeding $10,000 per annum. The Committee, and any outside advisors retained by it, will have access to all records and information relating to the Corporation and its subsidiaries which it deems relevant to the performance of its duties.

Governance, Nomination and Compensation Committee Charter

Establishment of Governance, Nomination and Compensation Committee

It is the policy of Pine Cliff Energy Ltd. (the "Corporation") to establish and maintain a Governance, Nomination and Compensation Committee (the "Committee") to assist the Board of Directors of the Corporation (the "Board") in the exercise of its duties and responsibilities.

Composition of the Committee

The membership of the Committee shall be as follows:

  • the Committee shall consist of a minimum of three directors of the Corporation;
  • the majority of the members of the Committee:
    • shall not be, and shall not have been during the preceding 12 months, (A) an officer or employee of the Corporation or an affiliate of the Corporation, (B) a person who beneficially owns 10% or more of the outstanding voting securities of the Corporation, and (C) a relative of a person referred to in clause (A) or (B) residing in the same home as that person; and
    • shall be free from any interest, any business or other relationship which could, or could reasonably be perceived, to materially interfere with the director's ability to act with a view to the best interests of the Corporation, other than interests and relationships arising from shareholdings. In determining whether a director is independent of management for the purpose of the determination in this subsection 2(b), the Board shall make reference to the then current legislation, rules, policies and instruments of applicable regulatory authorities;
  • all members of the Committee shall have a working familiarity with corporate governance and executive compensation matters;
  • members of the Committee shall be appointed annually by the Board, at the first meeting of the Board after the annual general meeting of shareholders of the Corporation, from among directors of the Corporation;
  • the chair (the "Chair") of the Committee shall be appointed by the Board;
  • a member of the Committee shall ipso facto cease to be a member of the Committee upon ceasing to be a director of the Corporation; and
  • any member of the Committee may be removed or replaced at any time by resolution of the directors of the Corporation. If and whenever a vacancy shall exist on the Committee, the remaining members may exercise all its powers so long as a quorum remains.

Meetings of the Committee

Subject to the following requirements, the Committee may determine its own meeting procedures:

  • The Committee shall convene at such dates, times and places as may be designated or approved by the Chair whenever a meeting is requested by the Board, a member of the Committee, the Chief Executive Officer of the Corporation (the "CEO") or a senior executive of the Corporation. The Committee shall convene a minimum of once per year;
  • Notice of each meeting shall be given to each member of the Committee, the Chairman of the Board, the CEO and all other persons the Committee determines should be provided with notice of the meeting;
  • Notice of a meeting of the Committee shall:
    • be in writing;
    • state the nature of the business to be transacted at the meeting in reasonable detail;
    • provide the location of the meeting and instructions how to participate remotely if required;
    • to the extent practicable, be accompanied by copies of documentation to be considered at the meeting; and
    • be given at least two business days prior to the time stipulated for the meeting or such shorter period as the members of the Committee may permit;
  • A quorum for the transaction of business at a meeting of the Committee shall consist of a majority of its members. Every motion at the Committee meeting shall be decided by a majority of votes cast; in the event of a tie vote on any matters, such matters shall be presented to the Board for its consideration and determination;
  • Any member of the Committee may participate in a meeting of the Committee by means of such telephonic, electronic or other communication facilities as permit all persons participating in the meeting to communicate adequately with each other, and a member participating in such a meeting by any such means is deemed to be present at the meeting;
  • In the absence of the Chair, the members of the Committee shall choose one of the members present to be chair of the meeting. In addition, the members of the Committee shall choose one of the persons present to be the secretary of the meeting;
  • The Chairman of the Board, senior management of the Corporation and other parties may attend meetings of the Committee; however, the Committee may meet separately with management;
  • The Committee shall meet in a separate, non-management, in camera session at each meeting. The Committee may invite such officers, directors and employees of the Corporation or affiliates as it see fit from time to time to attend meetings of the Committee and to assist thereat in the discussion of matters being considered by the Committee;
  • Minutes shall be kept of all meetings of the Committee and shall be signed by the Chair and the secretary of the meeting; and
  • Minutes of Committee meetings will be sent to all Board members and relevant executive and management staff. Reports on the conduct of the meetings will be made to the Board by the Chair or in their absence, by the chair of the meeting.

Duties and Responsibilities of the Committee

The Committee's primary duties and responsibilities are to assist the Board with the following:

  • making recommendations to the Board regarding the selection, appointment and (if necessary) termination of the CEO;
  • working with the Chairman of the Board and the CEO in evaluating the succession planning process for the CEO and members of senior management, and making recommendations to the Board in this regard for discussion and final approval;
  • evaluating, together with the CEO, a position description for the CEO, setting out the CEO’s authority, duties and responsibilities, and defining the scope of management’s responsibilities, and making recommendations to the Board in this regard for discussion and final approval;
  • evaluating, setting, and approving the level and forms of compensation for the CEO; and working with the CEO, evaluating and recommending to the Board for approval, the level and forms of compensation for the other senior management in the Corporation; all of the foregoing in light of the Corporation’s financial and non-financial performance;
  • approving any employment agreements, severance arrangements and any changes to contractual agreements and provisions, including benefit payments and change of control payments, for the CEO and all members of the Corporation’s senior management;
  • evaluating the level and forms of compensation for the Board directors, in light of the Corporation’s financial and non-financial performance and commensurate with the responsibilities and risks in being an effective director, and making recommendations to the Board in this regard for discussion and final approval;
  • reviewing and approving recommendations for establishing and amending the Corporation’s equity based compensation plans and executive performance incentive programs, and evaluating effectiveness of these compensation plans in recruiting, retaining and motivating talent necessary to meet the Corporation’s corporate strategy and in meeting shareholder interests;
  • reviewing and approving recommendations to the Board for the grants of awards under the Corporation's equity compensation plans to Board members, the CEO and senior management; and authorizing and approving grants of awards under such plans to employees (other than officers) in co-ordination with the CEO’s recommendation regarding such grants;
  • developing and monitoring the Corporation’s general approach to corporate governance issues and applicable corporate governance guidelines, and, through the Chair, making recommendations to the Board in this regard for discussion and final approval;
  • periodically reviewing the Board charter and the position descriptions of the Chairman of the Board, the CEO and the chairs of each Board committee in light of corporate, market and legal developments, and best corporate governance practices, and making recommendations to the Board in this regard for discussion and final approval;
  • working with the Board Chairman, periodically reviewing and developing guidelines for the operation of the Board, including its functions, size and composition;
  • with the Board Chairman and the chair of each Board committee, periodically reviewing and developing guidelines for the operation of each committee of the Board, including their functions, size and composition and recommending to the Board those directors it considers qualified for appointment to each committee of the Board;
  • reviewing at least annually the Board’s succession planning arrangements for Board members, the Chairman of the Board and each committee of the Board and making recommendations to the Board in this regard for discussion and final approval;
  • identifying the required competencies and characteristics of potential Board directors, periodically developing lists of candidate directors, and making recommendations to the Board in this regard for discussion and final approval which will reflect, among other things;
  • organizing and providing an orientation and continuing education program for new directors;
  • performing, under the leadership and guidance of the Chairman of the Board, regular assessments of the Board, committees of the Board and individual directors, and making recommendations to the Board in this regard for discussion and final approval;
  • monitoring relationships between the Corporation’s senior management and the Board, and recommend procedures to allow directors to have access to, and an effective relationship with, such senior management;
  • reviewing public or regulatory disclosure respecting compensation and the basis on which performance is measured;
  • periodically reviewing corporate governance and compensation policies related to best practice and making recommendations to the Board in this regard for discussion and final approval;
  • performing any other duties that are otherwise required by law, including National Policy 58-201 – Corporate Governance Guidelines;
  • periodically reviewing the Corporation’s written Whistleblower Policy, Disclosure Policy and Confidentiality and Insider Trading Policy (these documents are collectively referred to as the "Policies") and recommend any amendments to the Board;
  • periodically considering and if appropriate reviewing directors and officers third party liability insurance proposals and coverage; and
  • performing any other activities consistent with this Charter, the Corporation’s By-laws and governing laws as the Committee or the Board deems necessary or appropriate.
Policies

The Committee will:

  • develop, review and assess the Policies to confirm that they address, among other things, conflicts of interest, corporate opportunities, confidentiality, fair dealing, protection and proper use of the Corporation's assets, compliance with applicable laws, rules and regulations (including insider trading laws) and the reporting of illegal or unethical
  • behaviour, and establish mechanisms to facilitate the effective operation of the Policies and the granting of waivers under any of the Policies;
  • if appropriate, approve any waivers of the Policies sought by directors or members of senior management; and
  • ensure that any waivers of the Policies for directors or members of senior management are promptly disclosed to the Board and, if appropriate, to shareholders.
Reporting

At the earliest reasonable opportunity after each meeting, the Committee will regularly report to the Board on all significant matters it has addressed and with respect to such other matters that are within its responsibilities, including any matters relating to the Policies and its review of any potential conflicts of interest and make recommendations to the Board as deemed appropriate.

Access to Outside Advisors

The Committee may retain any outside advisor, including an executive search firm, at the reasonable expense of the Corporation at any time and has the authority to determine any such advisor’s fees and other retention terms. The Committee, and any outside advisors retained by it, will have access to all records and information relating to the Corporation and its subsidiaries which it deems relevant to the performance of its duties.

Reserves Committee Charter

Establishment of Reserves Committee

The board of directors (the "Board") of Pine Cliff Energy Ltd. (the "Corporation") hereby establishes a committee to be called the Reserves Committee (the "Committee"). The charter of the Committee is as described below.

Composition of the Committee

The membership of the Committee shall be as follows:

  • the Committee shall consist of a minimum of three directors of the Corporation;
  • the majority of the members of the Committee:
    • shall not be, and shall not have been during the preceding 12 months, (A) an officer or employee of the Corporation or an affiliate of the Corporation, (B) a person who beneficially owns 10% or more of the outstanding voting securities of the Corporation, and (C) a relative of a person referred to in clause (A) or (B) residing in the same home as that person; and
    • shall be free from any interest, any business or other relationship which could, or could reasonably be perceived, to materially interfere with the director's ability to act with a view to the best interests of the Corporation, other than interests and relationships arising from shareholdings. In determining whether a director is independent of management for the purposes of the determination in this subsection 2(b), the Board shall make reference to the then current legislation, rules, policies and instruments of applicable regulatory authorities;
  • all members of the Committee shall have a working familiarity with the estimation of petroleum and natural gas resources and reserves;
  • members of the Committee shall be appointed annually by the Board, at the first meeting of the Board after the annual general meeting of shareholders of the Corporation, from among directors of the Corporation;
  • the chair (the "Chair") of the Committee shall be appointed by the Board;
  • a member of the Committee shall ipso facto cease to be a member of the Committee upon ceasing to be a director of the Corporation; and
  • any member of the Committee may be removed or replaced at any time by resolution of the directors of the Corporation. If and whenever a vacancy shall exist on the Committee, the remaining members may exercise all its powers so long as a quorum remains.

Objectives of the Committee

The Committee's primary purpose is to assist the Board in fulfilling its oversight responsibilities where the Corporation has become a reporting issuer with respect to the compliance with the requirements contained in National Instrument 51-101 Standards of Disclosure for Oil and Gas Activities ("NI 51-101").

Meetings of the Committee

Subject to the following requirements, the Committee may determine its own meeting procedures:

  • The Committee shall convene at such dates, times and places as may be designated or approved by the Chair whenever a meeting is requested by the Board, a member of the Committee, the Chief Executive Officer of the Corporation (the "CEO"), the qualifies reserves evaluator or any senior executive of the Corporation. The Committee shall convene a minimum of once per year, with one meeting scheduled to correspond with the review of the Corporation’s annual reserves report;
  • Notice of each meeting shall be given to each member of the Committee, the Chairman of the Board, the CEO, the qualified reserves evaluator and all other persons the Committee determines should be provided with notice of the meeting;
  • Notice of a meeting of the Committee shall:
    • be in writing;
    • state the nature of the business to be transacted at the meeting in reasonable detail;
    • provide the location of the meeting and instructions how to participate remotely if required;
    • to the extent practicable, be accompanied by copies of documentation to be considered at the meeting; and
    • be given at least two business days prior to the time stipulated for the meeting or such shorter period as the members of the Committee may permit;
  • A quorum for the transaction of business at a meeting of the Committee shall consist of a majority of its members. Every motion at the Committee meeting shall be decided by a majority of votes cast; in the event of a tie vote on any matters, such matters shall be presented to the Board for its consideration and determination;
  • Any member of the Committee may participate in a meeting of the Committee by means of such telephonic, electronic or other communication facilities as permit all persons participating in the meeting to communicate adequately with each other, and a member participating in such a meeting by any such means is deemed to be present at the meeting;
  • The Chair shall preside at all meeting of the Committee, and in the absence of the Chair, the members of the Committee shall choose one of the members present to be chair of themeeting. In addition, the members of the Committee shall choose one of the persons present to be the secretary of the meeting;
  • The Chairman of the Board, senior management of the Corporation and other parties may attend meetings of the Committee; however, the Committee (i) shall meet with the qualified reserve evaluator or auditor independent of management, and (ii) may meet separately with management;
  • The Committee shall meet in a separate, non-management, in camera session at each meeting. The Committee may invite such officers, directors and employees of the Corporation or affiliates as it see fit from time to time to attend meetings of the Committee and to assist thereat in the discussion of matters being considered by the Committee;
  • Minutes shall be kept of all meetings of the Committee and shall be signed by the chair and the secretary of the meeting; and
  • Minutes of Committee meetings will be sent to all Board members and relevant executive and management staff. Reports on the conduct of the meetings will be made to the Board by the Chair or in their absence, by the chair of the meeting.

Duties and Responsibilities of the Committee

Reserves Report

The Committee shall arrange for the preparation, review by the Board and, where the Corporation has become a reporting issuer, public filing with securities authorities of:

  • a Statement of Reserves Data and Other Information pursuant to Form 51-101F1 (the "Reserves Report"), as at the last day of the Corporation's most recent financial year and for the financial year then ended;
  • a signed Report of Independent Qualified Reserves Evaluator or Auditor pursuant to Form 51-101F2 (the "Evaluator's Report");
  • a signed Report of Management and Directors pursuant to Form 51-101F3 (the "Management Report") confirming the role of the Board in connection with reserves and executed by two senior officers and two directors of the Corporation; and
  • if the public filing of the Reserves Report, Evaluator's Report and Management Report is satisfied by including the information included therein in an annual information form, a notice of filing in Form 51-101F4, concurrently with the filing of the annual information form.
Reserves Evaluator or Auditor

The Committee shall:

  • review and recommend to the Board the appointment of a qualified reserves evaluator or auditor, where the Corporation has become a reporting issuer, pursuant to the requirements of NI 51-101;
  • review the appointment or change in appointment of the reserves evaluator or auditor and in the case of a proposed change in appointment, determine whether there have been any disputes between the qualified reserves evaluator or auditor and management of the Corporation;
  • review and approve annually the expected fees of the independent qualified reserves evaluator(s);
  • ensure the independence of the qualified reserves evaluator or auditor; and
  • provide a means of direct communication for the Board with the independent qualified reserves evaluator or auditor. The independent qualified reserves evaluator (s) shall have a direct line of communication to the Committee through its Chair. The Committee, through its Chair, may contact directly any employee in the Corporation as it deems necessary, and any employees may bring before the Reserves Committee any matter on a confidential basis involving the reserves evaluation process.
Annual Review of Resources and Reserves

The Committee shall:

  • ensure the qualified reserves evaluator or auditor has all of the information reasonably necessary to provide a Reserves Report that satisfies the requirements of NI 51-101 where the Corporation has become a reporting issuer;
  • determine whether any restrictions affect the ability of the qualified reserves evaluator or auditor in reporting on the Corporation's reserves data;
  • review, with reasonable frequency, the Corporation's procedures relating to the disclosure of oil and gas activities and reserves information, including its procedures for complying with the disclosure requirements of NI 51-101 where it has become a reporting issuer;
  • review the scope of the annual review of reserves;
  • meet independently of management with the qualified reserves evaluator or auditor;
  • before approving the filing of the Reserves Report, meet with management and the qualified reserves evaluator or auditor to:
    • determine whether any restrictions affect the ability of the qualified reserves evaluator or auditor to report on reserves data without reservation;
    • review the reserves data and the report of the qualified reserves evaluator or auditor thereon; and
    • review and approve the content and filing of the Reserves Report, the Evaluator's Report and the Management Report;
  • discuss reserves findings and disagreements between management and the qualified reserves evaluator or auditor and resolve disputes; and
  • annually assess the work of the qualified reserves evaluator or auditor.

Reporting to the Board

At the earliest reasonable opportunity after each meeting, the Committee shall report to the Board the results of its activities and any reviews undertaken and make recommendations to the Board as deemed appropriate.

Authority of the Committee

The Committee shall have the authority to:

  • inspect any and all of the books and records of the Corporation, its subsidiaries and affiliates;
  • discuss with the management and employees of the Corporation, its subsidiaries and affiliates, any affected party and the qualified reserves evaluator, such accounts, records and other matters as any member of the Committee considers necessary and appropriate;
  • engage independent counsel and other advisors as it determines necessary to carry out its duties; and
  • to set and pay the compensation for any advisors employed by the Committee.
  • The Committee shall be provided with resources and support to carry out its duties and responsibilities delegated to it by the Board, including administrative support.
Other

The Committee shall:

  • have the authority to make non-material and technical amendments to this Charter to honour the spirit and intent of applicable law as it evolves, which proposed amendments must be reported to the Board prior to adoption thereof;
  • be charged by the Board, from time to time, to review any other items relating to reserves, development or acquisitions and divestments;
  • periodically report to the Board the results of all reviews undertaken and any associated recommendations; and
  • perform any other activities consistent with this Charter, the Corporation’s By-laws and governing laws as the Committee or the Board deems necessary or appropriate.