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Committees of
the Board
The Board may delegate
its duties to, and receive reports and recommendations
from, any committee of the Board. The Board has
established four committees: an Audit Committee,
a Compensation Committee, a Reserves Committee,
and a Governance and Nominating Committee. Committee
members are independent directors, with the exception
of Mr. MacPhail who is a member of the Reserves
Committee. The Board has accepted overall responsibility
for health, safety and environmental matters and
no separate committee has been established to
deal with these issues.
Audit Committee
The Audit Committee is
responsible for overseeing the integrity of NuVista's
financial reporting process and financial statements,
the system of internal controls, the management
of financial risks and the internal and external
audit process, including the appointment, qualification
and independence of the external auditors. The
Audit Committee reviews and recommends for approval
of NuVista's quarterly and annual financial statements,
MD&A, news releases, annual reports and other
securities filings. The Audit Committee also oversees
processes for monitoring compliance with laws
and regulations, the maintenance of management
information systems and the implementation of
loss prevention and disaster recovery programs.
Members:
– W. Peter Comber (Committee
Chair)
– Pentti O. Karkkainen
– Clayton H. Woitas
All members of the Audit
Committee are independent directors.
Compensation Committee
The Compensation Committee's
responsibilities include duties to assess and
make recommendations regarding NuVista's compensation,
benefits, short term and long term incentive programs,
including recommending to the Board the compensation
of the CEO, and monitoring the audit and disclosure
of compensation arrangements. The Compensation
Committee is also responsible to establish processes
for identifying, recruiting, appointing and evaluating
the executive officers, along with training, development
and orderly succession of management. The Compensation
Committee monitors NuVista's compensation programs
and practices to ensure congruence between the
performance of the executive officers and NuVista
when compared to the objectives and goals of NuVista.
Members:
– Pentti O. Karkkainen
(Committee Chair)
– W. Peter Comber
– Grant A. Zawalsky
All members of the Compensation
Committee are independent directors.
Reserves Committee
The Reserves Committee
assists the Board in overseeing NuVista's oil
and natural gas reserves evaluation process and
the public disclosure of reserves data and related
information in connection with oil and gas activities.
The Reserves Committee also assists the Board
in fulfilling its responsibilities relating to
general aspects of oil and gas operations and
development, including capital allocation and
budgeting, performance of producing assets, performance
benchmarking and portfolio management, as well
as responsibilities relating to acquisitions and
divestments, including reserves determinations
and property valuations.
Members:
– Clayton H. Woitas (Committee
Chair)
– Pentti O. Karkkainen
– Keith A. MacPhail
A majority of the members
of the Reserves Committee are independent directors.
Mr. MacPhail is not independent as he is the Chair
of NuVista, and the Chair, President and Chief
Executive Officer of Bonavista Energy Trust, which
provides certain services to NuVista under a Services
Agreement.
Governance and
Nominating Committee
The Governance and Nominating
Committee's principal mandate is to ensure that
NuVista has an effective system of corporate governance
that complies with applicable laws and regulations.
The Governance and Nominating Committee assesses
and makes recommendations regarding the effectiveness
of the Board and Board committees and establishes
processes for identifying, recruiting, nominating,
evaluating, compensating, and providing for ongoing
development of directors. The Governance and Nominating
Committee reviews NuVista’s Code of Business Conduct
and Ethics and policies and procedures relating
to disclosure and insider trading.
Members:
– Grant A. Zawalsky (Committee
Chair)
– W. Peter Comber
– Clayton H. Woitas
All members of the Governance
and Nominating Committee are independent directors.
May 2010 |
PDF
Downloads
2010 Management Information Circular
MANDATES
Board
of Directors
(March 6, 2008)
Audit
Committee
(March 6, 2008)
Compensation
Committee
(March 6, 2008)
Reserves
Committee
(March 6, 2008)
Governance
and Nominating Committee
(March 6, 2008) |
