i. Code of Business Conduct (pdf)
ii. Insider Trading Policy (pdf)
iii. Disclosure Policy (pdf)
CORPORATE GOVERNANCE Overview
The values that influence our day-to-day operations are also reflected in the guidance we receive from our Board of Directors (the “Board”), which embraces the principle that strong corporate governance works in the best interest of Terra Energy Corp. (“Terra Energy”) and its shareholders. Terra Energy believes that effective corporate governance practices are fundamental to the overall success of any company and our ongoing commitment and efforts to ensure a strong corporate governance structure and culture across our organization help us deliver value to all our shareholders.
Our corporate governance practices reflect our commitment to openness, integrity and accountability. Terra Energy is committed to full compliance with applicable corporate governance requirements and seeks to continuously improve its corporate governance standards.
Responsibility of the Board
The primary duty of the directors of Terra Energy is to assist Terra Energy to realize its full potential. They do this, not just by reacting to events or to proposals at meetings, but by bringing to Terra Energy a creative vision, initiative and a sense of how outside events and developments can affect Terra Energy’s future. The directors are also expected to bring sound judgment, integrity and independence of thought to the task. They are encouraged to speak their minds, while respecting others, so that different viewpoints can flourish in the process of developing a sensible consensus. Each director, at all times when sitting on the Board, must represent the interests of shareholders generally not just those of one group. Directors are expected to come to meetings well-prepared, willing to raise questions about the material sent to them, about other issues, and about any other developments they believe may affect Terra Energy. Each director is expected to attend all regularly scheduled meetings and all of the committees on which they serve. Each director must act honestly and in good faith with a view to the best interests of Terra Energy and exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.
Focus on Disclosure
The Board has adopted many leading governance practices, including:
- adopting Position Descriptions for the Chairman, the Lead Director, the Committee Chairs as well as the Chief Executive Officer;
- appointing a Lead Director to preside over meetings of the independent directors and act as a liaison between the independent directors and the rest of the Board and management;
- developing a scorecard relating to the annual review of the Charters for each committee and of the Mandate of the Board;
- developing work plans to assist each Committee and the Board in discharging their duties throughout the year;
- setting minimum share ownership guidelines for directors to strengthen the alignment of their interests;
- having independent directors meet regularly without management present;
- adopting a Code of Business Conduct that establishes a high standard for ethical behavior among management and employees; and
- implementing a formal Disclosure Policy to ensure that communications with investors and the public are timely, factual and accurate.
In addition, the Audit Committee has adopted procedures for employees and consultants wishing to report a complaint or concern with respect to accounting or auditing matters.
National Instrument 58-101 and the associated National Policy 58-201, require issuers listed on the Toronto Stock Exchange to disclose their corporate governance practices. Terra Energy’s disclosure relating to its system for corporate governance is set out in Schedule ‘A’ to the Information Circular issued in connection with the Annual Meeting of the common shareholders of Terra Energy.