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The Corporate Governance Committee of Husky Energy Inc. (the "Corporation") is a committee of Independent Directors. Members are appointed and removed by the Board of Directors. The Corporate Governance Committee is to advise and report to the Co-Chair and the Board of Directors, relative to the following, as appropriate:
- To review periodically criteria regarding the composition of the Board and committees of the Board;
- To periodically assess and provide recommendations to the Co-Chair on the effectiveness of the Board of Directors as a whole, the committees of the Board, the contribution of individual directors, and assessment of directors;
- To review annually the Corporation's investor relations and public relations activities to ensure that procedures are in place for the effective monitoring of the shareholder base, receipt of shareholder feedback and response to shareholder concerns;
- To oversee the maintenance of an orientation and educational program for new directors including the maintenance of a "Directors Handbook" by the Corporate Secretary, containing pertinent information relating to the Board and the Corporation;;
- To review on a regular basis, the adequacy and form of compensation of directors in the context of the responsibilities and risk involved in being an effective director, including making recommendations to the Board with respect to the actual remuneration (fees and retainers) and benefits provided to directors;
- To develop in conjunction with the Co-Chair the position description for the Chief Executive Officer, involving the definition of the limits to management's responsibilities (i.e. delegated authority to CEO), and to recommend same to the Co-Chair for submission by the Co-Chair to the Board where appropriate;
- To develop in conjunction with the Co-Chair the annual performance objectives for the Chief Executive Officer and to assist the Co-Chair in assessing and evaluating the performance of the Chief Executive Officer;
- To ensure appropriate structures and procedures are in place so that the Board can function independently of management. To this end, arrange at scheduled meetings of the Board of Directors, for non-management directors to meet for a period of time without management present;
- To review periodically the corporation's response to corporate governance guidelines in effect from time to time;
- To ensure corporate compliance with applicable legislation including director and officer compliance;
- To review proposed amendments to the corporation's by-laws before making recommendations to the Board;
- To review the proposed annual agenda items for, and consult with the Co-Chair from time to time with, as to additional topics for discussion at meetings of the Board of Directors;
- To review the mandates of the Board of Directors' committees and consult as to appropriate changes with the Co-Chair;
- To receive and consider with the Co-Chair any concerns of individual directors relating to governance matters;
- To review all related party transactions to ensure they reflect market practice and are in the best interests of the Corporation;
- To carry out such other mandates as the Board may request from time to time;
- To engage outside advisors at the Corporation’s expense subject to the approval of the Co-Chair.
- To consult with the Co-Chair, criteria regarding personal qualifications of candidates for Board membership, such as background, experience, technical skills, affiliations and personal characteristics.
- Review from time to time and recommend to the Co-Chair for submission, as appropriate, to the Board, the types, terms of reference and composition of Board committees;
- Review from time to time and recommend to the Co-Chair, for submission, as appropriate, to the Board, the nominees as Chair of the Board committees including periodic rotation of committee assignments and memberships; and
- Review from time to time and recommend to the Co-Chair, for submission, as appropriate, to the Board, with respect to length of service of members on committees, meeting procedures, quorum and notice requirements, records and minutes, resignations and vacancies on committees.
February 2004
The Corporate Governance Committee shall meet at least semi-annually at the call of the Chair of the committee or any other member of the committee.
- The Chair of the Corporate Governance Committee shall manage the Corporate Governance Committee with the following specific duties and responsibilities:
- be responsible for the management, the development and effective performance of the Corporate Governance Committee and provide leadership to the Board of Directors for all aspects of the Corporate Governance Committee’s work;
- act as the chair, unless absent, at all meetings of the Corporate Governance Committee;
- act in an advisory capacity to the Co-Chairs, and the President and Chief Executive Officer in all matters relating to the Corporate Governance Committee;
- act as the spokesperson for the Corporate Governance Committee;
- plan and organize all of the activities of the Corporate Governance Committee;
- set the agenda for each meeting of the Corporate Governance Committee;
- assist the Corporate Governance Committee in the discharge of its mandate and responsibilities;
- ensure the effectiveness of the Corporate Governance Committee by holding regular in-camera sessions with members and conducting annual surveys of its members; and
- ensure the timely distribution of adequate information to the Board of Directors.
- The Chair shall be independent of management.
- Such other duties and responsibilities as set by the Board of Directors.
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