Bellatrix’s Recognition of and Adherence to TSX Guidelines
The Company’s approach to Corporate Governance is compliant with Toronto Stock Exchange ("TSX") and New York Stock Exchange ("NYSE") requirements.
However, as a Canadian corporation listed on the NYSE, Bellatrix is not required to comply with most of the NYSE corporate governance standards, so long as it complies with Canadian and TSX corporate governance requirements. In order to claim such an exemption, Bellatrix must disclose the significant differences between its corporate governance practices and those required to be followed by U.S. domestic companies under the NYSE corporate governance standards. Although Bellatrix is compliant with the most of the NYSE corporate governance standards required to be followed by U.S. domestic companies, there are some differences between its corporate governance practices and those required to be followed by U.S. domestic companies under the NYSE corporate governance standards. Please click on the link below for a summary of those differences.
Board has assumed responsibility for the stewardship of the Company, including:
Board of Directors Mandate - October 2014
- review and adoption of a strategic planning process
- establish or cause to be established systems to identify the principal risks of the Company’s business and the implementation of appropriate procedures to manage these risks
- succession planning, including appointing, training and monitoring senior management
- the Company’s communication policy
- establish or cause to be established the Company’s internal control and management information systems
The Board Composition
The Bellatrix Board of Directors is comprised of ten members, only one of whom, Brent A. Eshleman, is a member of management, and is therefore considered not independent. The other eight directors are considered independent for the purposes of National Instrument 58-101 – Disclosure of Corporate Governance Practices and the rules of the NYSE. The Company has appointed Mr. W.C. (Mickey) Dunn as Chairman of the Board. While W. C. (Mickey) Dunn is the Chairman of the Board, he is not considered by the Board to be a part of management and thus is considered to be an independent director.
Corporate Governance Committee
The Board has appointed a Corporate Governance Committee, comprising John H. Cuthbertson as Chairman of the Committee, W.C. (Mickey) Dunn and Steve Pully, all of whom are considered independent directors. The Corporate Governance Committee is responsible for enhancing corporate governance through a continuing assessment of Bellatrix's approach to corporate governance matters. The Committee’s mandate also includes also includes the responsibility for recommending suitable candidates for nomination to the Board and maintaining an overview of the entire membership of the Board. This includes assessing the effectiveness of the Board as a whole, the committees of the Board, the appointments to those committees and the mandates thereof, as well as the contribution of individual directors on an ongoing basis. The Corporate Governance Committee recommends to the Board following each annual meeting of shareholders on the allocation of Board members to each Board committee.
Corporate Governance Mandate - October 2014
The Board has appointed an Audit Committee comprised of Keith Turnbull as Chairman of the Committee, Melvin Hawkrigg, and Tom MacInnis, all of whom are considered independent directors for the purposes of National Instrument 52-110 — Audit Committees, the rules of the NYSE and Rule 10A-3 under the United States Securities Exchange Act of 1934, as amended. The Audit Committee meets at least once each quarter and, among other things, with the assistance of the external auditors is responsible for reviewing management programs and policies regarding the adequacy and effectiveness of the internal controls over the accounting and financial reporting systems within the Company, including management’s response to internal control recommendations of the external auditors.
The Audit Committee reviews, with the assistance of the external auditors, management plans regarding changes in accounting practices and policies and the financial impact thereof and is responsible for reviewing the major areas of management judgment and estimates that have a significant effect upon the financial statements. The Committee receives a yearly report from the external auditors with respect to the Company’s financial control and financial reporting systems, which comes to their attention during the course of conducting the year-end audit. Results of that update are relayed by the Committee to the full Board for its consideration. At least once a year, the Audit Committee meets with the Company’s external auditors without management present and may do so at any time throughout the rest of the year. All financial statements, quarterly reports, and other mandated disclosures that are publicly disseminated containing financial information are reviewed by the Audit Committee prior to release for approval.
Audit Committee Mandate - October 2014
The Board has appointed a Compensation Committee comprised of Keith Macdonald as Chairman of the Committee, Murray Cobbe, Steve Pully and W.C. (Mickey) Dunn, all of whom are considered independent directors for the purposes of National Instrument 58-101 - Disclosure of Corporate Governance Practices, and the rules of the NYSE. The committee’s mandate is to formally make recommendations to the Board in respect of compensation issues relating to directors, senior management and staff of the Company, including recommending performance objectives and the compensation package for the Chief Executive Officer.
Compensation Committee Mandate - October 2014
Reserves, Safety & Environmental Committee
The Board has appointed a Reserve, Safety & Environmental Committee comprised of Murray Todd as Chairman of the Committee, Murray Cobbe and Keith Macdonald, all of whom are considered independent directors. The Reserves, Safety & Environmental Committee is responsible for reviewing the independent engineering report provided to the Company. The Committee will also meet with the independent engineers without management present to discuss the submitted report.
Reserves, Safety & Environmental Committee Mandate - November 2015
The Board does not have a nominating Committee; the responsibilities of such a committee form part of the mandate of the Corporate Governance Committee.
As new directors have joined the Board, management has provided these individuals with, among other things, historical information about the Company and its performance, background information regarding the Company and its strategic plan with an outline of the general duties and responsibilities entailed in carrying out their duties. The Board believes that these procedures have proved to be a practical and effective approach in light of the Company’s particular circumstances, including the size of the Company, limited turnover of the directors and the experience and expertise of the Board members.
Code of Business Conduct and Ethics
Whistle Blowing Procedures
The Board of Directors of Bellatrix has adopted a Code of Business Conduct and Ethics and a Whistle Blowing Policy, all of which reflect Bellatrix’s commitment to the highest standards of professional and ethical conduct from its Directors, officers and employees and reflects Bellatrix’s commitment to a culture of honesty, integrity and accountability and outlines the basic principles and policies with which all employees are expected to comply and addresses a number of important topics, including conflicts of interest, corporate opportunities, confidentiality, protection and proper use of Company assets, insider trading, fair dealing, compliance with laws, rules and regulations, discrimination and harassment, safety and health, accuracy of Company records and reporting, political activities and contributions and reporting of illegal or unethical behaviour.
NYSE Statement of Corporate Governance Differences
Code of Business Conduct & Ethics