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Board Composition and Mandates

The Board of Directors (the "Board") of RMP Energy Inc. ("RMP") is responsible for the stewardship of RMP and its subsidiaries. In discharging its responsibility, the Board will exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances and will act honestly and in good faith with a view to the best interests of RMP.

In general terms, the Board will:

  • in consultation with management of RMP, define the principal objectives of RMP;
  • monitor the management of the business and affairs of RMP with the goal of achieving RMP's principal objectives as defined by the Board;
  • discharge the duties imposed on the Board by applicable laws; and
  • for the purpose of carrying out the foregoing responsibilities, take all such actions as the Board deems necessary or appropriate.
  • Without limiting the generality of the foregoing, the Board will perform the following duties.

Strategic Operating, Capital Plans and Financing Plans

  • require the Executive Chairman and the President and Chief Executive Officer (the "CEO") to present annually to the Board a longer range strategic plan and a shorter range business plan for RMP's business, which plans must:
    • be designed to achieve RMP's principal objectives; and
    • identify the principal strategic and operational opportunities and risks of RMP's business;
  • review progress towards the achievement of the goals established in the strategic, operating and capital plans;
  • identify the principal risks of RMP's business and take all reasonable steps to ensure the implementation of the appropriate systems to manage these risks;
  • approve the annual operating and capital budget plans and subsequent revisions thereof;
  • approve limits on management's authority to conduct acquisitions and dispositions of assets, corporations and undeveloped lands;
  • approve the establishment of credit facilities and borrowings; and
  • approve issuances of additional common shares or other securities;

Monitoring and Acting

  • monitor RMP's progress towards its goals, and to revise and alter its direction through management in light of changing circumstances;
  • monitor overall human resource policies and procedures, including compensation and succession planning;
  • appoint all of the officers, including the Executive Chairman and the CEO, and determine the terms of employment with RMP of all of such officers;
  • approve the dividend policy of RMP;
  • ensure systems are in place for the implementation and integrity of RMP's internal control and management information systems;
  • monitor the "good corporate citizenship" of RMP, including compliance by RMP with all applicable safety, health and environmental laws;
  • in consultation with the Executive Chairman and the CEO, establish the ethical standards to be observed by all officers and employees of RMP and use reasonable efforts to ensure that a process is in place to monitor compliance with those standards;
  • require that the Executive Chairman and the CEO institute and monitor processes and systems designed to ensure compliance with applicable laws by RMP and its officers and employees; and
  • review, consider and where deemed appropriate, approve all matters relating to a takeover bid or other significant corporate transaction involving RMP;

Compliance Reporting and Corporate Communications

  • ensure compliance with the reporting obligations of RMP, including that the financial performance of RMP is properly reported to shareholders, other security holders and regulators on a timely and regular basis;
  • recommend to shareholders of RMP a firm of chartered accountants to be appointed as RMP's auditors;
  • ensure that the financial results are reported fairly and in accordance with IFRS;
  • ensure the timely reporting of any change in the business, operations or capital of RMP that would reasonably be expected to have a significant effect on the market price or value of the common shares of RMP;
  • ensure the corporate oil and gas reserve report fairly represents the quantity and value of corporate reserves in accordance with generally accepted engineering principles;
  • report annually to shareholders on the Board's stewardship for the preceding year;
  • establish a process for direct communications with shareholders and other stakeholders through appropriate directors, including through the whistleblower policy; and
  • ensure that RMP has in place a policy to enable RMP to communicate effectively with its shareholders and the public generally;

Governance

  • facilitate the continuity, effectiveness and independence of the Board by, amongst other things:
    • if it is determined appropriate by the Board to do so, appointing a Chair of the Board who is not a member of management;
    • appointing from amongst the directors an audit committee and such other committees of the Board as the Board deems appropriate;
    • defining the mandate of each committee of the Board and the terms of reference for the chair of each committee;
    • ensuring that processes are in place and are utilized to assess the effectiveness of the Chair of the Board, the Board as a whole, each director, each committee of the Board and the chair of each committee of the Board; and
    • establishing a system to enable any director to engage an outside adviser at the expense of RMP;
  • review annually the composition of the Board and its committees and assess Directors' performance on an ongoing basis, and propose new members to the Board; and
  • review annually the adequacy and form of the compensation of directors.

Delegation

  • The Board may delegate its duties to and receive reports and recommendations from any committee of the Board to assist the Board in the performance of its duties.

Composition

  • A majority of Board members should be "independent" Directors as such term is defined in Multilateral Instrument 52-110 Audit Committees.
  • On at least an annual basis, the Board shall conduct an analysis and make a positive affirmation as to the "independence" of a majority of its Board members.
  • Members should have or obtain sufficient knowledge of RMP and the oil and gas business to assist in providing advice and counsel on relevant issues.

Meetings

  • The Board shall meet at least four times per year and/or as deemed appropriate by the Board Chair.
  • The Board shall meet at the end of its regular quarterly meetings and, if deemed appropriate by the Board Chair, at the end of its other meetings without members of management, including the Executive Chairman and the CEO, being present.
  • Minutes of each meeting shall be prepared by the Corporate Secretary.
  • The Executive Chairman and the CEO shall be available to attend all meetings of the Board or committees of the Board upon invitation by the Board or any such committee.
  • Vice-Presidents and such other staff as appropriate to provide information to the Board shall attend meetings at the invitation of the Board.

Reporting / Authority

  • Following each meeting, the Corporate Secretary will promptly report to the Board by way of providing draft copies of the minutes of the meetings.
  • Supporting schedules and information reviewed by the Board at any meeting shall be available for examination by any Director upon request to the Executive Chairman and the CEO.
  • The Board shall have the authority to review any corporate report or material and to investigate activity of RMP and to request any employees to cooperate as requested by the Board.
  • The Board may retain persons having special expertise and/or obtain independent professional advice to assist in fulfilling its responsibilities at the expense of RMP.