1. Subject to the Articles and By-laws of Husky Energy Inc. (the “Corporation”) and applicable law, the Board of Directors of the Corporation has a stewardship responsibility to:
1. supervise the management of and to oversee the conduct of the business of the Corporation;
2. provide leadership and direction to the Chief Executive Officer and management;
3. assess the Chief Executive Officer’s performance;
4. set policies appropriate for the business of the Corporation;
5. approve corporate strategies and goals; and
6. be accountable to the Corporation’s shareholders to establish procedures for good governance and the enhancement of shareholder value.
2. The day to day management of the business and affairs of the Corporation is delegated by the Board of Directors to the Chief Executive Officer. The Board will give direction and guidance through the Chief Executive Officer to management, assign responsibility to management for achievement of the corporate direction and goals, define limitations of executive authority, and monitor performance against those objectives and executive limitations. The Chief Executive Officer will keep management informed of the Board’s evaluation of the senior officers in achieving and complying with goals and policies that can be established.

1. The Board of Directors shall:
1. before each annual general meeting, recommend nominees to the shareholders for election as directors for the ensuing year;
2. immediately following each annual general meeting:
1. appoint an audit committee, a compensation committee, a corporate governance committee and a health, safety and environment committee and appoint the chair, as well as membership, of each committee; and
2. elect Co-Chairs of the Board and establish their duties and responsibilities;
3. approve the mandate, duties and responsibilities of each committee of the Board of Directors from time to time;
4. appoint the Chief Executive Officer of the Corporation, who shall be a member of the Board of Directors, and establish the duties and responsibilities of the Chief Executive Officer; and
5. on the recommendation of the Chief Executive Officer, appoint the senior officers of the Corporation and approve the senior management structure of the Corporation.
2. A principal responsibility of the Co-Chairs of the Board of Directors will be to manage, and act as the chief administrative officers of, the Board of Directors with such duties and responsibilities as the Board may establish from time to time. The Co-Chairs of the Board will be independent of management.
3. The Board of Directors will meet not less than four times during each year and will endeavor to hold one meeting in each quarter. The Board will also meet at any other time at the call of the Co-Chairs of the Board or, subject to the Bylaws of the Corporation, the Chief Executive Officer or any director.

The Board of Directors has the following specific duties and responsibilities:

1. Approve, monitor and provide guidance on the strategic planning process. The Chief Executive Officer and the senior management team will have direct responsibility for the ongoing strategic planning process and the establishment of long term goals for the Corporation, which are to be reviewed and approved not less than annually by the Board of Directors. The Board will provide guidance to the Chief Executive Officer and senior management team on the Corporation’s ongoing strategic plan. The Board will establish annual performance objectives against which to measure corporate and executive performance. Based on the reports from the Chief Executive Officer, the Board will monitor the success of management in implementing the approved strategies and goals;
2. Identify the principal risks of the Corporation’s business and use reasonable steps to ensure the implementation of appropriate systems to manage these risks, and attempting to achieve a proper balance between the risks incurred and the potential return to shareholders;
3. Delegate to the Chief Executive Officer the authority to manage and supervise the business of the Corporation, including making of all decisions regarding the Corporation’s operations that are not specifically reserved to the Board of Directors under the terms of that delegation of authority. Determine what, if any, executive limitations may be required in the exercise of the authority delegated to management, and in this regard approve operational policies within which management will operate;
4. Take reasonable steps to ensure the Corporation has management of the highest caliber. The Board of Directors will satisfy itself that executive compensation is linked appropriately to corporate performance. This responsibility is carried out primarily through the appointment of the Chief Executive Officer as the Corporation’s business leader. The Board will assess, on an ongoing basis, the Chief Executive Officer’s performance against criteria and objectives established by the Board from time to time. The Board will also use reasonable steps to ensure that the Chief Executive Officer has in place adequate programs to recruit, retain, develop and assess the performance of senior management;
5. Keep in place adequate and effective succession plans for the Chief Executive Officer and senior management and review these plans on an annual basis;
6. Approve the Corporation’s annual financial plans;
7. Oversee the integrity of the Corporation’s internal control and management information systems;
8. Ensure that the Chief Executive Officer and the senior officers maintain and monitor compliance with the Corporation’s Code of Business Conduct by all employees of the Corporation;
9. Approve the Corporation’s communications policy. The Board of Directors will monitor the policies and procedures that are in place to provide for effective and timely communication by the Corporation with its shareholders, the Board and with the public generally, including effective means to enable shareholders to communicate with senior management and the Board. The Board will also monitor the policies and procedures that are in place to maintain a strong, cohesive and positive image of the Corporation with shareholders, the oil and gas industry, governments and the public generally. The Board will put in place the appropriate measures for the receipt of shareholder feedback;
10. Require that the Board be kept informed of the Corporation’s activities and performance and take appropriate action to correct inadequate performance;
11. Provide for the independent functioning of the Board of Directors. The Board will put in place appropriate procedures to enable the Board to function independently of management at such times as is desirable or necessary through:
1. the establishment of regular “in camera sessions” without the Chief Executive Officer and management being present;
2. the engagement of outside advisers by directors at the Corporation’s expense subject to the approval of the Co-Chairs; and
12. Require the individual directors to be prepared for each Board of Directors and Committee meeting by having read the reports and background materials provided for the meeting and to maintain an excellent Board of Directors and Committee meeting attendance record (the target is 100%).

1. The Chairman of the Board shall manage, and act as chief administrative officer of, the Board of Directors with the following specific duties and responsibilities:
1. to act as the chair, unless absent, at all meetings of the shareholders and the Board of Directors;
2. to act as the spokesperson for the Board of Directors;
3. to review the agenda for each meeting of the Board of Directors;
4. to assist the Board of Directors in the discharge of its mandate and responsibilities; and
5. to approve and sign on behalf of the Board of Directors all communications and reports from the Board of Directors to the shareholders.
2. The Chairman shall be independent of management.
3. Such other duties and responsibilities as set forth in respect of the Board of Directors as a whole and in respect of the several committees of the board.

1. The Chief Executive Officer shall manage, and administer the day to day operations of the Corporation with the following specific duties and responsibilities:
1. to implement the Corporation's annual corporate budget, and to report on the achievement of objectives contained in that corporate budget;
2. to report to the Board of Directors and act as a liaison between management and the board;
3. to evaluate management operations and report to the Board of Directors on results;
4. in conjunction with the Board of Directors, to conduct ongoing strategic planning and establish long term goals for the Corporation;
5. to assist the Board of Directors with policy development and risk analysis;
6. to train, develop and assess the performance of senior management.
2. The Chief Executive Officer is responsible for meeting the corporate objective of the Corporation as are periodically developed by the Board of Directors in consultation with management.
3. Such other duties and responsibilities as set forth in respect of the Board of Directors as a whole and in respect of the several committees of the board.