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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.
Whistle-blowing can be described as giving information about potential illegal and/or underhanded practices i.e. wrong doing.
Wrong doing involves any unlawful or illegal behavior and can include:
This list is not definitive, but is intended to give an indication of the kind of conduct which might be considered as "wrong doing".
Any Stakeholder who makes a disclosure or raises a concern under this Policy will be protected if the employee:
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;
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:
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.
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.
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.
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.
The primary responsibility of the board of directors of the Corporation (the "Board") is to supervise the management of the Corporation to ensure the long-term success of the Corporation and to maximize shareholder value. The Board is obligated to act honestly and in good faith with a view to the best interests of the Corporation. Any responsibility which has not been delegated to management remains with the Board.
The Board shall consist of such number of directors (each, a "Director") as is fixed by the Articles of Incorporation of the Corporation (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. A majority of the Directors must be independent as defined in then current laws applicable to the Corporation. 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 the close of the annual meeting of shareholders following such director's election or appointment, or until a successor to such director is elected or 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. The Board is responsible to annually select a Director, who is independent as defined in then current laws applicable to the Corporation: (a) to serve as the Chair of the Board; or (b) where the Chair of the Board is not independent, to serve as lead director of the Board.
No Board member may serve simultaneously on the board of directors of more than four other public companies unless the Board determines that simultaneous service will not materially adversely affect the Board or prevent it from acting independently or from fulfilling its mandate.
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 independent Directors will meet separately after every regularly scheduled Board meeting without non-independent members or members of management in attendance. The independent Directors may also hold other meetings at such times and with such frequency as the independent Directors consider necessary. The Board shall also retain independent advice, if deemed necessary, which will be paid for by the Corporation.
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's 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 Board committees 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 directors' 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
• Promote a culture of integrity throughout the Corporation
• 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
The Board's work schedule will be conducted on an ongoing basis to serve the requirements of applicable regulations.
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.
The membership of the Committee shall be as follows:
Subject to the following requirements, the Committee may determine its own meeting procedures:
The Committee's primary duties and responsibilities are to assist the Board with the following:
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.
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.
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.
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.
The membership of the Committee shall be as follows:
Subject to the following requirements, the Committee may determine its own meeting procedures:
The Committee's primary duties and responsibilities are to assist the Board with the following:
The Committee will:
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.
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.
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.
The membership of the Committee shall be as follows:
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").
Subject to the following requirements, the Committee may determine its own meeting procedures:
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:
The Committee shall:
The Committee shall:
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.
The Committee shall have the authority to:
The Committee shall: