At Eagle, we believe that corporate governance is fundamental to all of our business dealings, our reputation with shareholders and within the larger investment community and, ultimately, is crucial to our success. Both management and the Board are committed to high standards of corporate governance in all aspects of our business and our operations, including regular and open communication with shareholders and full and transparent disclosure in our business transactions and financial reporting.
Duties of the Board
The Board is responsible for the stewardship of Eagle. The Board has direct responsibility for such matters as strategic planning, assessing opportunities and risks of the business, and ensuring that systems are in place to manage those risks. The Board approves annual operating and capital budgets, equity issues and has established long-term debt parameters within which Eagle is expected to operate. The Board meets regularly to consider matters of a wide ranging nature and to decide on matters that could have a major impact on our operations, such as acquisitions, financing decisions and material corporate matters. Management operates the business on a day-to-day basis, in accordance with such specific responsibilities and expectations as are set by the Board. These include conducting business in a cost-effective manner and the execution of a growth strategy. There is regular contact between the directors and management, which allows for open and timely dialogue and decision making.
Board of Directors Charter
Each year, directors are elected by shareholders at the Annual General Meeting. The Board is responsible for nominating new directors with appropriate experience and skill sets. To ensure non-partisan leadership, the Board currently consists of two management members and three independent directors. All directors and committees, individually or as a whole, have the right to retain independent legal counsel or other professional advisors. The Board also has the right to, and regularly does, meet without management present. All of the independent directors serve on a committee. Each committee meets as required, and all directors are asked to attend each Board meeting, and meetings of the committee on which they serve.
Lead Independent Director
To help discharge its responsibilities, the Board operates with three committees, all comprised of non-management directors.
Reserves & Governance Committee
Code of Business Conduct and Ethics
The Reserves & Governance Committee is responsible for reviewing the year-end reserves evaluation report prepared by independent engineers and, subject to this review, recommending its acceptance to the Board. Its second mandate is to ensure that the process of corporate governance is ingrained in the structure and functioning of the Board. This committee is also charged with ensuring the Board is aware of new developments and current legislation regarding corporate governance and the responsibilities of directors.
Reserves and Governance Committee Charter
The Audit Committee is responsible for overseeing Eagle's accounting and financial reporting processes. The committee meets with management to review the quarterly financial statements and directly with Eagle's external auditors to review the annual financial statements, both prior to presentation to the Board for approval.
Audit Committee Charter
The Compensation Committee is charged with recommending reasonable compensation for directors and management and implementing the equity-based and incentive compensation plans, policies and programs. These recommendations are presented to the Board for review and approval.
Compensation Committee Charter
Eagle has adopted a written code of business conduct and ethics that encourages and promotes a culture of ethical business conduct by its directors, management, employees and consultants.
Code of Conduct
Majority Voting Policy
Eagle has adopted a Majority Voting Policy pursuant to which, in an uncontested election of directors, if a director does not receive the support of a majority of the votes cast at the annual meeting of shareholders in his or her favor, that director will offer to resign from the Board, to be effective upon acceptance by the Board. The Reserves & Governance Committee will expeditiously consider the director's offer to resign and make a recommendation to the Board whether to accept it. The Board will make its decision and announce it in a news release within 90 days following the annual meeting, including the reasons for rejecting the resignation, if applicable. A director who tenders a resignation pursuant to the Majority Voting Policy will not participate in any meeting of the Reserves & Governance Committee or the Board at which the resignation offer is considered. Eagle will file the complete voting results regarding all items of business conducted at the shareholders annual meeting on SEDAR including the number of votes cast for and withheld from each individual director.
Majority Voting Policy
Advance Notice of Nomination of Directors
Eagle’s by-laws include by-law no. 3 relating to the advance notice of nomination of directors. Only persons who are nominated in accordance with the procedures in by-law no. 3 shall be eligible for election as directors of Eagle.
By-law No. 3
Health, Safety and Environment
High standards of health and safety and a commitment to the environment (HS&E) are an integral part of Eagle's strategic and economic decision making. Prior to acquiring a property, Eagle conducts a thorough review to ensure the asset has no significant safety or environmental liabilities.
Eagle recognizes that health and safety are paramount for our partners and contractors in both the drilling and production phases, and for all those who come in contact with our operations, including landowners and local communities. We endeavor to ensure that they have a record of compliance with government regulations and industry standards. We also require assurance that drilling projects are designed and conducted, and facilities constructed and operated in a manner that minimizes environmental impacts and promotes the health and safety of all those who could be impacted by our operations. This emphasis on high standards of HS&E is important to Eagle, as well as being integral for our partners, contractors, the residents and stakeholders near our operations and, ultimately, for our shareholders.