The Administrator’s Board of Directors together with management, consider good governance integral in the efficient operation and success in all areas of its business operations. Committed to the highest standards, the Board and management exercise full attention to governance in all areas of business operations, including regulatory compliance and disclosure, internal controls, environmental laws and legislation, health and safety.
The Board is responsible for the overall stewardship of both the affairs of the Trust, the Trust’s direct and indirect subsidiary entities, and the activities of management in the conduct of day to day business. The Board oversees the development and approval of the goals, objectives and the strategy for their achievement by providing oversight and guidance on the strategic issues facing the Trust. The Directors review and approve material transactions acting in accordance with all applicable laws to meet its obligations on an ongoing basis. It is the Board’s responsibility to understand the principal risks of the Trust, to achieve a proper balance between risks incurred and the potential return to its Unitholders, and to ensure that there are systems in place which effectively monitor and manage those risks with a view to the long-term viability of the Trust. The Board will collectively assess the performance of the Board as a whole, the committees of the Board and all Administrator Directors, annually.
The Board consists of seven directors, the majority of whom are independent such that they shall have no direct or indirect material relationship with the Trust that could, in the view, be reasonably expected to interfere with the exercise of his or her independent judgement. All independent directors serve on a committee of the board and meet as required having the right to meet without the presence of management.
To assist in discharge of its responsibilities, the Board is supported by three committees, all of which are comprised of independent directors.
The Audit Committee
The Audit Committee’s primary role is to assist the Board in fulfilling its oversight responsibilities regarding the integrity, accuracy and completeness of the financial statements and MD&A, the design and implementation of effective systems of internal financial and disclosure controls, engagement of the external auditor, risk management strategy, the compliance with legal, statutory and regulatory requirements as they relate to financial statements and taxation matters. The Audit Committee will meet with management quarterly to review the financial statements prior to presentation to the board. In-camera sessions are held between the Audit Committee and external auditors.
The Reserves & Environment, Health & Safety Committee
The specific responsibilities of the Reserves & Environment, Health & Safety Committee are to assist the Board in fulfilling its oversight responsibilities in the annual review of the petroleum and natural gas reserves; for considering, reviewing and reporting to the Board in respect of the appointment of independent consultants to assist in its annual evaluation of petroleum and natural gas reserves and for developing and monitoring the approach to environmental health and safety matters.
The Governance, Nomination & Compensation Committee
The overall purpose of the Committee is to assist the Board in maintaining high standards of corporate governance by developing, recommending and monitoring effective guidelines and procedures applicable to the Trust. The primary role of the Committee is to develop and monitor governance standards and best practices; review the mandates of the Board and its committees; regularly assess the effectiveness of the Board as a whole, the committees of the Board and the contributions of individual Administrator Directors; recommend as required for nomination of members of the Board and its committees and for appointment as officers; review and recommend reasonable compensation for directors and management.
Code of Conduct
Argent has adopted a written code of business conduct that encourages and promotes a culture of ethical business conduct by its directors, management, employees and consultants.
©2013 Argent Energy Trust