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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 function of the chair (the "Chairman") of the Board of Directors (the "Board") of Pine Cliff Energy Ltd. (the "Corporation") is to ensure the effective functioning of the Board.
The Chairman will be a duly elected member of the Board and be appointed by the Board. The Chairman will have the competencies and skills determined by the Board
The Chairman will have the following duties and responsibilities:
Leadership
The Chairman shall:
(a) provide effective Board leadership, overseeing all aspects of the Board's direction and administration in fulfilling the terms of the mandate of the Board; and
(b) take all reasonable steps to ensure that the responsibility and duties of the Board, as outlined in the mandate of the Board, are well understood by the Board members and executed as effectively as possible.
Ethics
The Chairman shall foster ethical and responsible decision making by the Board and its individual members.
Board Governance
The Chairman shall:
(a) oversee the structure, composition, membership and activities delegated to the Board and its committees (the “Committees”);
(b) ensure that the majority of the Board members be independent under applicable law; and
(c) ensure that all Board members have a working familiarity with corporate governance practices.
Board Meetings
The Chairman shall:
(a) ensure that the Board convenes such number of meetings required by, and to fulfill, the mandate of the Board;
(b) with input from each chair (collectively, the “Chairs”) of the Committees, Board members, the Corporation’s Chief Executive Officer (the “CEO”) and outside
advisors, as appropriate, establish the agenda for each Board meeting;
(c) chair all meetings of the Board, including closed sessions and in camera sessions, or in their absence delegate such responsibility in accordance with the mandate of the Board;
(d) work with the Chairs to build strong and effective Committees, including effective Committee mandates, structure, membership and composition of Committees to
ensure effective delivery of the work delegated to such Committees;
(e) ensure sufficient time during Board meetings to fully discuss agenda items;
(f) encourage Board members to ask questions and express viewpoints during meetings;
(g) ensure that the Board and management interact in a productive manner to oversee the Corporation’s strategic plan;
(h) working with the Governance, Nomination and Compensation Committee of the Board (the “GNC Committee”), periodically suggest amendments to the position descriptions of the Chairman and Chairs and mandates of the Board and Committees;
(i) with input from the Chair of the GNC Committee, Board members and the CEO, nominate to the Board the candidates to be considered for appointment as Chairs for the upcoming year after each annual meeting of the shareholders of the Corporation;
(j) assist the GNC Committee with the succession planning process for the CEO and work with the CEO to lead the senior officer succession planning process;
(k) work with the: (i) GNC Committee to establish corporate compensation policy for the CEO (for which the GNC Committee has primary responsibility); (ii) GNC
Committee and the CEO to establish corporate compensation policy for the senior management of the Corporation; and (iii) GNC Committee to establish appropriate
compensation policy for non-executive directors of the Board;
(l) together with the CEO, represent the Corporation to its external stakeholders, such as shareholders, investors, partners, creditors, customers, suppliers, the media,
governments and the public generally;
(m) deal effectively with dissent and work constructively towards arriving at decisions with a goal of achieving consensus in the Board meetings; and
(n) ensure that the Board meets in separate, regularly scheduled, non-management, in camera sessions, including with outside advisors or internal personnel, as
appropriate.
Board Reporting
The Chairman shall ensure that Board materials are available to any director on request.
Board / Management Relationships
The Chairman shall:
(a) work with the CEO and take all reasonable steps to ensure that Board members receive timely and relevant written information and are exposed to presentations
from management to fulfill the mandate of the Board;
(b) facilitate effective communication between Board members and management, both inside and outside of Board meetings; and
(c) have an effective working relationship with the CEO and other members of management.
Evaluations
Working with the Chair of the GNC Committee, ensure that periodic performance evaluations of
the Board, the Chairman, the Committees and their respective Chairs are conducted, soliciting
input from all Board members and appropriate members of management.
Advisors / Resources
The Chairman shall:
(a) ensure that resources and expertise are available to the Board so that it may conduct its work effectively and efficiently; and
(b) retain, oversee, compensate and terminate independent advisors to assist the Board in its activities, as considered appropriate.
Orientation/Education
Provide leadership for the Board's director orientation and education programs, soliciting input
from the Chair of the GNC Committee, members of the Board and management.
Other
The Chairman shall:
(a) carry out any other appropriate duties and responsibilities assigned by the Board or
delegated by the Board; and
(b) honour the spirit and intent of applicable law as it evolves;
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: