Board
of Directors
Our Board is responsible for the stewardship
of NuVista. In discharging its responsibility,
the Board will exercise the care, diligence and
skill that a reasonably prudent person would exercise
in comparable circumstances and will act honestly
and in good faith with a view to the best interests
of NuVista. In general terms, the Board will:
- In consultation with
the CEO, define the principal objectives of NuVista.
- Supervise the management
of the business and affairs of NuVista with the
goal of achieving NuVista's principal objectives
as defined by the Board.
- Discharge the duties
imposed on the Board by applicable laws.
- For the purpose of
carrying out the foregoing responsibilities, take
all such actions as the Board deems necessary
or appropriate.
Members:
- Keith A. MacPhail (Chair
of the Board), Bonavista Energy Trust
- W. Peter Comber, Barrantagh
Investment Management Inc.
- Pentti O. Karkkainen
(Lead Director), KERN Partners Ltd.
- Ronald J. Poelzer, Bonavista
Energy Trust
- Craig W. Stewart, Director
- Alex G. Verge, President
and CEO
- Clayton H. Woitas, Range
Royalty Management Ltd.
- Grant A. Zawalsky, Burnet,
Duckworth & Palmer LLP
Board Independence
NuVista has eight directors, the majority of whom
are independent. Our Board has determined that
Messrs, Comber, Karkkainen, Stewart, Woitas and Zawalsky
are independent. Mr. MacPhail is not considered
independent as he is the Chair of the Board as
well as the Chairman, President and Chief Executive
Officer of Bonavista Energy Trust, which provides
certain services to us under a Services Agreement.
Mr. Verge is not considered independent, as he
is our President and Chief Executive Officer.
Mr. Poelzer is not considered independent, as
he is the Executive Vice President and Chief Financial
Officer of Bonavista Energy Trust, which provides
certain services to us under a Services Agreement.
The independent directors
have determined that the Board is capable of providing
effective corporate governance through the Governance
and Nominating Committee and the independent Board
members. To provide leadership for the independent
Board members, the Board has established a Lead
Director position. The Lead Director's primary
role is to act as liaison between management and
the independent directors to ensure the Board
is organized properly, functions effectively and
meets its obligations and responsibilities, including
those matters set forth in the mandate of the
Board. The Lead Director, in the absence of the
Chair or where the Chair has excused himself due
to a potential conflict, presides at meetings
of the Board. The Lead Director also chairs the
"in camera" portions of Board meetings
held without management being present and “in
camera” meetings of the independent directors
that are held in conjunction with each regularly
scheduled meeting of the Board.
March 2008
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