Board Governance

 

The OER Board of Directors is responsible for setting the strategic direction for the Company and overseeing its business affairs. The Board develops and implements sustainable policies which reflect the Company’s responsibilities to all its stakeholders.

The affairs of the Board are tailored to the requirements of relevant corporate governance principles and the approved Charter of the Board of Directors.

 

 

 

Board Committees

 

Corporate Governance Committee

The Corporate Governance Committee (CGC) has delegated responsibility for the development of, compliance with, and periodic review of the Company’s corporate governance principles, policies and practices. The CGC help to shape the corporate governance framework of the Company. The CGC meets quarterly and its duties include:

  1. Reviewing and monitoring the Company’s internal documents and policies concerning shareholder rights, conflict resolution, ethics;

  2. Consideration of the Board evaluation process;

  3. Overseeing the Company’s CEO / COO succession planning process;

  4. Identifying qualified directors and making recommendations regarding the composition of the Board;

  5. Ensuring that the Company’s policies and practices support the recruitment, development and retention of highly qualified directors and employees.

Audit and Enterprise Risk Committee

The Audit and Enterprise Risk Committee (AERC) has delegated responsibility for the Company’s financial reporting process and manages the relationship between the Company and the external auditor. The Company isrequired to establish a strong, effective and independent audit committee. The members of the AERC are financially literate professionals and experts in various fields. The AERC meet regularly and its duties include an ongoing review of:

  1. The scope and results of the external audit, as well as the independence, qualifications, performance and objectivity of the external auditors;

  2. The integrity of the financial statements and other financial information provided by the Company to investors and the public in general;

  3. Management’s conduct of the Company's financial reporting process.

  4. The Company's system of internal accounting, financial controls, compliance with legal and regulatory requirements whilst safeguarding the Company’s assets;

  5. The Performance of the Company's internal audit function, adequacy of the plans of the internal audit unit and its audit reports;

  6. The Company’s risk management process and systems of internal control.

 

Reserves and Resources Committee

The Reserves and Resources Committee has responsibility for the functions set out below as well as any other functions by applicable laws and regulations. The Committee shall perform the duties required of a Reserves Committee including:

  1. General: The Committee shall be responsible, in consultation with management, for recommending to the Board the appointment of the independent reserves evaluator(s) and for oversight of the independent reserves/resources evaluator(s), including the work of the independent reserves/resources evaluator(s) in preparing the evaluation of the Corporation's reserves/resources data.

  2. Scope: The Committee shall consider, in consultation with the independent reserves/resources evaluator(s) and management, the scope of evaluation and plan of the independent reserves/resources evaluator(s).

  3. Meetings: The Committee shall meet separately with the independent reserves/resources evaluator(s) and management, as necessary or appropriate, to discuss any matters that the Committee or either of the independent reserves/resources evaluator(s) or management believes should be discussed privately with the Committee.

The Committee shall meet separately with the independent reserves/resources evaluator(s) at least once within an evaluation cycle to determine whether there were any restrictions whether or not such restrictions were placed on the evaluator(s) by management that affected their ability to report without reservation.

Compensation Committee

The Compensation Committee is responsible for assisting and providing compensation advice and recommendations to the Board on Executive compensation. The Compensation Committee’s responsibilities also include:

  1. Reviewing and approving the linkage of corporate goals and objectives to the compensation of the Company’s Chief Executive Officer and Chief Operating Officer

  2. Evaluating the CEO and COO’s performance in light of those goals and objectives, and reviewing and recommending to the independent directors the compensation of the CEO and COO based on such evaluation

  3. Reviewing and recommending to the Board compensation for all executive officers and directors

  4. Reviewing and approving arrangements with executive officers relating to their employment relationships with the Company, including, without limitation, employment agreements, severance arrangements, supplemental pension or savings arrangements, change in control agreements and restrictive covenants.

  5. Approving and monitoring the Company’s share ownership policies for executive officers

  6. Making recommendations to the Board regarding the adoption, amendment or termination of non-equity compensation plans and equity-based compensation plans

 

Environmental, Health, and Safety Committee

The Environmental, Health, Safety, and Risk Committee is responsible for reviewing the   environmental, health, safety and risk policies of the Company. The Committee also monitors the framework established by management in the implementation of those policies and ensuring the Company’s compliance with all applicable regulations and international standards. The committee also:

  1. Monitors and reports the group’s risk exposure to the board;

  2. Implements strategies, processes and procedures set by the board of directors;

  3. Interfaces with the Risk/Controls and EHSQ Risk unit of the Company

  4. Implements the internal control systems; and

  5. Sets risk management priorities for the OER Group.