Corporate Governance

Board of Directors and Committees

Board of Directors' Responsibilities

The Board of Directors of Coastal Energy Company currently consists of 7 directors. Barnaby Smith is the Board's presiding Chairman, whose responsibilities include those matters discussed in the Board's Governance Principles. The Board is responsible for approving long-term strategic plans, annual operating budgets and plans recommended by management. Consideration and approval of the Board is also required for all material contracts and business transactions and all debt and equity financing proposals. The Board is also responsible for the review of senior executive recruitment and executive compensation, subject to the recommendations of the Corporate Governance and Nominating Committee and the Compensation Committee, respectively.

Committees' Responsibilities

The Board has adopted written Terms of Reference for all of its four standing committees: the Audit Committee, the Compensation Committee, the Corporate Governance and Nominating Committee, and the Reserves Committee. The Board has determined that all members of the Audit, Compensation, Corporate Governance and Nominating, and Reserves Committees are independent.

Audit Committee

The members of the Audit Committee are directors Messrs. Black, Wylie and Zaozirny, currently the Chair. The Board has determined that Messrs. Black, Cochran and Zaozirny are financially literate as defined under Multilateral Instrument 52-101 – Audit Committees. The Audit Committee examines the Company's internal controls and risk management systems. The Committee also monitors the integrity of the Company's published financial statements. The Committee ensures the independence of the Company's financial auditors. A more detailed description of the Audit Committee may be found in its Terms of Reference.

Compensation Committee

The members of the Compensation Committee are directors Messrs. Black, currently the Chair, Cochran and de Montal.  This Committee has two primary responsibilities:  (1) to review the Company’s compensation policies and packages and determine that they attract, retain and motivate quality employees whilst not exceeding market rates, and specifically review and approve the total annual compensation of the CEO and other executive officers, and (2) oversee the implementation and management of the Company’s long-term compensation plans.  No director is permitted to participate in discussions or decisions concerning their own compensation.  A more detailed description of the Compensation Committee may be found in its Terms of Reference.

Corporate Governance and Nominating Committee

The members of the Corporate Governance and Nominating Committee are directors Messrs. de Montal, Smith and Zaozirny, currently the Chair.  This committee is responsible for developing and recommending corporate governance guidelines to be followed by the Company, and for overseeing and evaluating the Board and executive management.  This committee is also responsible for identifying individuals qualified to become members of the Board and recommending to the Board the director nominees in advance of each annual meeting of Shareholders.  A more detailed description of the Corporate Governance and Nominating Committee may be found in its Terms of Reference.

Reserves Committee

The members of the Reserves Committee are directors Messrs. Black, Cochran, currently the Chair and Smith.  This committee has two primary responsibilities:  (1) ensure that the Company’s public disclosure of its oil and gas reserves data is complete and in compliance with all applicable rules and regulations; and (2) recommend to the Board the selection of the Company’s oil and gas reserves auditor.  A more detailed description of the Reserves Committee may be found in its Terms of Reference.

Supporting Governance Documents

 

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