Engineering, Health and Safety Committee Composition and Mandates
The purpose of the Engineering, Health and Safety Committee is to assist the Board in carrying out its responsibilities with respect to annual and interim reviews of the Company's oil and gas reserves. The Committee will also review the reserves and resources data of the independent engineers responsible for evaluating the Company's reserves and resources.
Members: Jim Saunders (Chair), Doug Baker and Andrew Hogg
The Engineering, Health and Safety Committee (the "Committee") is a committee of the Board of Directors (the "Board") of RMP Energy Inc. ("RMP") to which the Board has delegated the following responsibilities:
- Review the qualifications, experience, availability of staff, reserve audit approach and costs of independent engineering firms available to report on the quality and value of RMP's oil and natural gas reserves, annually.
- Review RMP's internal procedure in supplying historical volume and operating cost data to the independent engineering firms to be used as the basis along with other variables for future projections.
- Review major assumptions and resulting outcomes used by the independent engineering firms in preparation of their report on RMP's reserves.
- Undertake an annual review of reserve revisions with the Vice-President, Engineering ("VP, Engineering") and RMP's independent engineering firms.
- Review any matters relating to the preparation, assumptions and resulting outcomes for any report on RMP's reserves or resources (including reserves or resources to be acquired) for certain material acquisitions or which may form the basis of any public disclosure by RMP.
- Review RMP's internal control systems in the areas of health, safety and the environment and RMP's strategies and policies regarding health, safety and the environment.
- Review and approve policies and process safety, core competencies and excellence in field operations in furtherance of top level safety performance.
- Review and approve fundamental policies pertaining to health, safety and the environment having the potential to impact RMP activities and strategies; or, in the discretion of the Committee, review and recommend such fundamental policies to the Board for approval.
Review and report to the Board:
- on RMP's performance with all applicable laws, regulations and RMP's policies with respect to health, safety and the environment on a quarterly basis.
- on emerging trends, issues and regulations related to health, safety and the environment that are relevant to RMP.
- the findings of any significant report by regulatory agencies, external health, safety and environment consultants or auditors concerning RMP's performance in health, safety and the environment and any necessary corrective measures taken to address issues and risks with regards to RMP's performance in the areas of health, safety and the environment that have been identified by RMP, external auditors or by regulatory agencies.
- the results of any review with management, outside accountants and legal advisors of the implications of major corporate undertakings such as the acquisition or expansion of facilities or decommission of facilities.
- policies and other directives of RMP relating to security and the safeguarding of RMP's premises, installations, assets and personnel.
- Perform any other matters that the Committee feels are important to its mandate or that the Board chooses to delegate to it.
- Undertake annually a review of this mandate and make recommendations to the Board or the committee of the Board, if any, responsible for corporate governance matters as to proposed changes.
- This Committee shall be composed of at least three individuals appointed by the Board from amongst its members, at least a majority of whom shall be independent within the meaning of applicable securities legislation.
- All Committee members should qualify to be members to the Committee under National Instrument 51-101 Standards of Disclosure for Oil and Gas Activities and should be free from any direct or indirect material relationship which could, in the view of the Board, be reasonably expected to interfere with the exercise of any such member's independent judgment.
- Members should have or obtain sufficient knowledge of RMP's business and RMP's oil and gas reserve evaluations to assist in providing advice and counsel on: (a) RMP's reserve evaluation process and report; and (b) health, safety and environmental matters.
- The Committee shall meet at least two times per year and/or as deemed appropriate by the Committee Chair.
- The Committee may at its discretion conduct discussions with RMP's independent engineering firms without management present.
- A quorum shall be a majority of the members of the Committee.
- The Corporate Secretary or another individual acceptable to the Committee shall act as Secretary of the Committee.
- Agendas, with input from management, shall be circulated to Committee members and relevant management personnel along with background information on a timely basis prior to the Committee meetings.
- Minutes of each meeting shall be prepared by the Secretary to the Committee.
- The Executive Chairman and the President and Chief Executive Officer shall be available to attend all meetings of the Committee upon invitation by the Committee.
- The VP, Engineering, the Executive Chairman and the President and CEO and other membersof senior management as well as such other staff as are appropriate to provide information to the Committee shall be available to attend meetings upon invitation by the Committee.
- Reporting / Authority
- Following each meeting, in addition to a verbal report, the Committee will report to the Board by way of providing copies of the minutes of such Committee meeting at the next Board meeting after a meeting is held (these may still be in draft form).
- Supporting schedules and information reviewed by the Committee shall be available for examination by any Director.
- The Committee shall have the authority to investigate any reserve related or health, safety and the environment activity of RMP and may request any employee to cooperate.
- The Committee may retain, and set and pay the compensation for, persons having special expertise and/or obtain independent professional advice to assist in fulfilling its duties and responsibilities at the expense of RMP.