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Board Committees

Audit Committee. The Audit Committee is mandated to assist the Board in fulfilling applicable public company obligations respecting audit committee, including monitoring the integrity of Oryx Petroleum's financial statements and announcements on financial performance, overseeing the relationship with the external auditors, and reviewing significant financial reporting and accounting policy issues, including the internal audit programme, risk management systems and internal control procedures and ensuring effective whistle-blowing procedures.

 

Charter of the Audit Committee

 

Peter Newman(Chair), Bradford Camp, Peter Janele

 


 

Corporate Governance Committee. The Corporate Governance Committee assists the Board in fulfilling its oversight responsibilities with respect to: (i) the development and implementation of principles and systems for the management of corporate governance; and (ii) evaluations of the Board, Board committees, all individual directors, the Chairman of the Board, the Lead Independent Director and committee chairs, all with a view to ensuring the Corporation is implementing best-in-class corporate governance practices. In addition, the Corporate Governance Committee assists the Board in fulfilling its obligations relating to human resources by preparing or receiving reports and making recommendations to the Board on matters including:

• evaluation of the Corporation’s management;

• organizational structure;

• management development and succession; and

• such other matters as may be determined by the Board

 

Charter of the Corporate Governance Committee 

 

Peter Newman, Bradford Camp, Peter Janele

 


 

Nomination and Compensation Committee.  The role of the Nomination and Compensation Committee is to, among other things:

  • identify and assess new candidates for appointment or nomination to the Board, including any nominee appropriately recommended by a shareholder, considering the performance, independence, skills and financial acumen of each candidate to ensure effective governance and satisfy applicable law and make recommendations to the Board for consideration;
  • annually review and, in its discretion, recommend to the Board for consideration, the individual directors proposed to be nominated for election at the next annual general meeting of shareholders;
  • regularly review and assess the Corporation’s policies on tenure and terms of individual directors, the Chairman of the Board and committee chairs, and
  • in the Nomination and Compensation Committee’s discretion, recommend any changes to the Board for consideration. 

The Nomination and Compensation Committee is also responsible for, in consultation with senior management, establishing the Corporation’s general compensation philosophy, and overseeing the development and implementation of compensation programmes in order to support the Corporation’s overall business objectives, attract and retain key executives and provide appropriate compensation at a reasonable cost while enhancing shareholder

value creation.

 

Charter of the Nomination and Compensation Committee

 

Jean Claude Gandur, Peter Newman, Bradford Camp, Peter Janele

 

 

Technical and Resource Committee. The Technical and Resource Committee’s role is to review and approve the appointment of an independent Qualified Reserves Evaluator or Auditor to achieve the desired quality and reliability of reserves and resources data disclosure.  In the case of any proposed change in such appointment, the Technical and Resource Committee shall determine the reasons for the proposal and whether there have been disputes between the Qualified Reserves Evaluator or Auditor and management of the Corporation. In addition, the Technical and Resource Committee is responsible for, among other things, managing the independent valuation review of the Corporation’s reserves and resources by the independent Qualified Reserves Evaluator or Auditor and the relationship with such evaluator or auditor, reviewing, with reasonable frequency, the Corporation’s procedures for providing information to the independent Qualified Reserves Evaluator or Auditor and relating to the disclosure of information with respect to oil and gas activities, including its procedures for complying with applicable disclosure requirements and restrictions contained in NI 51-101, reviewing and recommending the content and filing of the Corporation’s annual statements of reserves data and other information in accordance with National Instrument 51-101 ("NI 51-101") to the Board for approval and reviewing with the Chief Executive Officer, the Corporation’s operational performance.

 

Charter of the Technical and Resources Committee

 

Jean Claude Gandur, Peter Newman, Bradford Camp, Peter Janele