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Bellatrix's Recognition of and Adherence
to TSX Guidelines:
The Company's approach to Corporate Governance is
compliant with TSX and NYSE MKT requirements.
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However, as a Canadian corporation listed on the NYSE MKT, Bellatrix is not required to comply with most of the NYSE MKT corporate governance standards, so long as it complies with Canadian and TSX corporate governance requirements. In order to claim such an exemption, Bellatrix must disclose the significant differences between its corporate governance practices and those required to be followed by U.S. domestic companies under the NYSE MKT corporate governance standards. Although Bellatrix is compliant with the most of the NYSE MKT corporate governance standards required to be followed by U.S. domestic companies, there are some differences between its corporate governance practices and those required to be followed by U.S. domestic companies under the NYSE MKT corporate governance standards. Please click on the link below for a summary of those differences. |
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| Board has assumed responsibility for the
stewardship of the Company, including: |
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- adoption of a strategic planning process
- identification of the principle risks of the Company's
business and the implementation of appropriate systems
to manage these risks
- succession planning, including appointing, training
and monitoring senior management
- the Company's communication policy
- integrity of the Company's internal control and management
information systems
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The Bellatrix Board of Directors is comprised of nine members, only one or whom, Raymond G. Smith, is a member of management, and is therefore considered an inside and related director. The Board of Directors on the recommendation of the Corporate Governance Committee has determined that the other eight directors are independent. The Company has appointed Mr. W.C. (Mickey) Dunn as Chairman of the Board.
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The Board has appointed a Corporate Governance Committee, comprising John H. Cuthbertson as Chairman of the Committee, W.C. (Mickey) Dunn and Doug Baker, all of whom are considered to be independent directors. The Corporate Governance Committee is responsible for enhancing corporate governance through a continuing assessment of governance issues and a mandate which includes recommending a broad list of topics of interest that are important for discussion and/or action by the Board, and undertaking on behalf of the Board, such other initiatives as are needed to assist the Board in delivering exemplary governance of the Company. The Committee's mandate also includes the responsibility for recommending suitable candidates for nomination to the Board and maintaining an overview of the entire membership of the Board. This includes assessing the effectiveness of the Board as a whole, the committees of the Board, the appointments to those committees and the mandates thereof, as well as the contribution of individual directors on an ongoing basis. The Corporate Governance Committee recommends to the Board following each annual meeting of shareholders on the allocation of Board members to each Board committee.
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The Board has appointed an Audit Committee comprised of Doug Baker as Chairman of the Committee, Melvin Hawkrigg and Keith Macdonald, all of whom are considered to be independent directors. The Audit Committee meets at least once each quarter and, among other things with the assistance of the external auditors, is responsible for reviewing management programs and policies regarding the adequacy and effectiveness of the internal controls over the accounting and financial reporting systems within the Company, including management's response to internal control recommendations of the external auditors.
The Audit Committee reviews, with the assistance of the external auditors, management plans regarding changes in accounting practices and policies and the financial impact thereof and is responsible for reviewing the major areas of management judgment and estimates that have a significant effect upon the financial statements. The Committee receives a yearly report from the external auditors with respect to the Company's financial control and financial reporting systems, which comes to their attention during the course of conducting the year end audit. Results of that update are relayed by the Committee to the full Board for its consideration. At least once a year, the Audit Committee meets with the Company's external auditors without management present and may do so at any time throughout the rest of the year. All financial statements, quarterly reports, and any other documents containing financial information that are publicly disseminated are reviewed by the Audit Committee prior to release for approval.
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| The Board has appointed a Compensation Committee comprised of Keith Macdonald as Chairman of the Committee, Murray Cobbe and W.C. (Mickey) Dunn, all of whom are considered to be independent directors. While W. C. (Mickey) Dunn is the Chairman of the Board, he is not considered by the Board to be a part of management and thus is considered to be an independent director. The committee's mandate is to formally make recommendations to the Board in respect of compensation issues relating to directors, senior management and staff of the Company, including recommending performance objectives and the compensation package for the Chief Executive Officer.
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The Board has appointed a Reserve, Safety & Environmental Committee comprised of Murray Todd as Chairman of the Committee, Murray Cobbe and Robert A. Johnson. The Reserves, Safety & Environmental Committee is responsible for reviewing the independent engineering report provided to the Company. The Committee will also meet with the independent engineers without management present to discuss the submitted report.
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The Board does not
have a nominating Committee; the responsibilities of
such a committee form part of the mandate of the Corporate
Governance Committee.
As new directors have joined the Board, management
has provided these individuals with, among other things,
historical information about the Company and its performance,
background information regarding the Company and its strategic
plan with an outline of the general duties and responsibilities
entailed in carrying out their duties. The Board believes
that these procedures have proved to be a practical
and effective approach in light of the Company's particular
circumstances, including the size of the Company, limited
turnover of the directors and the experience and expertise
of the Board members.
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The Board of Directors of Bellatrix has adopted a Code of Business Conduct and Ethics for its directors, officers and employees and a Whistle Blower Policy, all of which reflect Bellatrix’s commitment to the highest standards of professional and ethical conduct from its directors, officers and employees and reflects Bellatrix’s commitment to a culture of honesty, integrity and accountability and outlines the basic principles and policies with which all directors, officers and employees are expected to comply and addresses a number of important topics, including conflicts of interest, corporate opportunities, confidentiality, protection and proper use of Company assets, insider trading, fair dealing, compliance with laws, rules and regulations, discrimination and harassment, safety and health, accuracy of Company records and reporting, political activities and contributions and reporting of illegal or unethical behaviour.
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 NYSE MKT Statement of Corporate Governance Differences |
| Whistle Blower Procedures |
| Code of Business Conduct and Ethics |
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