Assisting in the Discharge of Duties
The Board has established an Audit Committee, a Reserve Committee, a Human Resources and Compensation Committee, a Policy and Board Governance Committee and a Risk Committee to assist in the discharge of its duties. All of the committees are comprised of unrelated directors and report to the Board of Directors of ARC Resources Ltd.
|John Dielwart||-||X||-||X (Chair)||-||-|
|Fred Dyment||-||-||-||-||X||X (Chair)|
|Timothy Hearn||-||-||X (Chair)||-||X||-|
|James Houck||X||X (Chair)||-||-||-||-|
|Kathleen O’Neill||X (Chair)||X||-||-||-||-|
|Herb Pinder||-||-||X||-||X (Chair)||-|
View the Mandate of the Board of Directors.
View the Terms of Reference for Chairman of the Board.
View the Terms of Reference for the Chief Executive Officer.
Members: Kathleen O'Neill (Chair), James Houck and Nancy Smith all of whom are unrelated directors.
The Audit Committee assists the board in fulfilling its oversight responsibilities with respect to the integrity and completeness of the annual and quarterly financial statements provided to shareholders and regulatory bodies; compliance with accounting and finance based legal and regulatory requirements; ensuring the independence of the external auditor, accounting systems and procedures and recommending, for board of director approval, the audited financial statements and other mandatory releases containing financial information.
Members: James Houck (Chair), Kathleen O'Neill and John Dielwart.
The Reserves Committee assists the board in meeting their responsibilities to review the qualifications, experience, reserve audit approach and costs of the independent engineering firm that performs ARC’s reserve audit and to review the report.
Human Resources and Compensation Committee
Members: Timothy Hearn (Chair), Bill Sembo and Herb Pinder all of whom are unrelated directors.
The Human Resources and Compensation Committee assists the board in fulfilling its oversight responsibilities with respect to: overall human resource policies and procedures; the compensation program for the organization and in consultation with the board, undertake an annual performance review with the President and CEO, and review the CEO appraisal of Officers’ performance.
Health, Safety and Environment Committee
Members: John Dielwart (Chair), David Collyer and Bill Sembo.
The Health, Safety and Environment Committee assists the board in its responsibilities for oversight and due diligence by reviewing, reporting and making recomendations to the board on the development and implementation of the policies, standards and practices of ARC with respect to the areas of health, safety and environment. This committee meets separately with management of ARC who have responsibility for such matters and reports to the board.
Policy and Board Governance Committee
Members: Herb Pinder (Chair), Fred Dyment, Harold Kvisle and Timothy Hearn all of whom are unrelated directors.
The Policy and Board Governance Committee assists the board in fulfilling its oversight responsibilities with respect to: reviewing the effectiveness of the board and its committees; to develop and review the Corporation’s approach to corporate governance matters; to develop and recommend to the board for approval and periodically review structures and procedures designed to ensure that the board can function independently of management; and to recruit and recommend new members to fill board vacancies as required giving consideration to the competencies, skills and personal qualities of the candidates and of the existing board.
Members: Fred Dyment (Chair), Nancy Smith and David Collyer all of whom are unrelated directors.
The Risk Committee assists the board in fulfilling its oversight responsibilities with respect to: identifying, reviewing and mitigating business, financial and other organizational risks; reviewing the financial exposures and commitments generated by the corporation; reviewing the corporate insurance program and ensuring all risk management guidelines and policies adequately cover the corporation’s activities.