France Drilling

Corporate governance

Board of Directors

The Board of Directors (the “Board”) is primarily responsible for supervising the management of the Corporation’s business and affairs. Its authority is determined by the provisions of the British Columbia Business Corporations Act and by the Corporation’s articles. In addition, the Board’s activities are governed by a set of procedural rules which are adopted by the Board. The Board regularly reviews its guidelines and policies and, not less than annually, considers how its corporate governance practices align with guidelines established by the Canadian regulatory authorities having authority, including the Toronto Stock Exchange.

The Board meets as required to conduct its business, which includes the approval of the quarterly and annual audited consolidated financial statements of the Corporation.

The Board’s Chairman, together with the Lead Director, is responsible for the management, development and effective performance of the Board, for monitoring the Corporation’s development through regular contact with the President and CEO, and for ensuring that the Board regularly receives reports concerning the development of the Company’s business and operations, including progress in respect of profits, liquidity and significant contractual matters.

Board Committees

Audit Committee:
C. Ashley Heppenstall (Chair), Donald K. Charter and Daniella Dimitrov.

Nominating and Corporate Governance Committee:
Donald K. Charter (Chair), Chris Bruijnzeels and Daniella Dimitrov.

Compensation Committee:
Donald K. Charter (Chair), Daniella Dimitrov and Torstein Sanness

Reserves and HSE Committee:
Chris Bruijnzeels (Chair), Torstein Sanness and John Festival.

Audit Committee

The Audit Committee consists of three Board members, each of whom is independent and financially literate. The Audit Committee reviews and reports to the Board on the integrity of the consolidated financial statements of the Company. The Audit Committee ensures the Company has designed and implemented effective internal financial controls and reviews the compliance with regulatory and statutory requirements as they related to the financial statements, taxation matters and disclosure of material facts.

Nominating and Corporate Governance Committee

This Committee is comprised of three non-executive Board members and assists the Board in identifying qualified individuals for Board membership, develops and implements corporate governance guidelines, and reports annually to the Corporation’s shareholders on the Corporation’s system of corporate governance.

Compensation Committee

The Compensation Committee is comprised of three non-executive members of the Board. The Compensation Committee is responsible for administering the Corporation’s executive compensation program and implements and oversees and compensation policies approved by the Board.

Reserves and HSE Committee

The Reserves and HSE Committee is comprised of three independent directors. The Reserves and HSE Committee has the responsibility in general for developing the Corporation’s approach to the reporting of oil and gas reserves and other oil and gas information required to be publicly disclosed. The Reserves and HSE Committee’s mandate prescribes the methodology that the Corporation and the independent evaluator selected by management and approved by the Reserves and HSE Committee will adhere to in the calculation of oil and gas reserves and the valuation of those reserves.  The Reserves and HSE Committee also is responsible for environmental, health and safety oversight.

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