The Board of Directors and senior management of Enerplus consider good corporate governance to be essential to the effective operation of the Fund.  As part of the Fund's commitment to effective corporate governance, the Board of Directors, with the assistance of the Corporate Governance & Nominating Committee, monitors changes in legal requirements and best practices.

The Fund is subject to the corporate governance disclosure requirements adopted by the Canadian Securities Administrators in National Instrument 58‑101 ‑ Disclosure of Corporate Governance Practices (the "National Instrument") and the corporate governance guidelines adopted by the Canadian Securities Administrators in National Policy 58‑201 ‑ Corporate Governance Guidelines (the "National Policy").  In addition, the Fund is subject to certain of the corporate governance standards of the NYSE and to certain provisions of the U.S. Sarbanes‑Oxley Act of 2002.  As a foreign private issuer whose Trust Units are listed on the NYSE, Enerplus is required, pursuant to Section 303A.11 of the NYSE Listed Company Manual, to compare its corporate governance practices to the NYSE's corporate governance listing standards.  Enerplus has reviewed the NYSE listing standards and confirms that its corporate governance practices do not differ significantly from such standards.  As a foreign private issuer listed on the NYSE, Enerplus is not obligated to and does not have an internal audit function.  Enerplus has devoted significant attention and resources to ensure that the Fund's system of corporate governance meets or exceeds applicable legal and stock exchange requirements. 

Set out below is a description of certain corporate governance practices of the Fund, as required by the National Instrument.

Board of Directors

The National Policy recommends that boards of directors of reporting issuers be composed of a majority of independent directors.  Ten of the eleven nominees for directors of EnerMark have been determined to be independent based on information provided by individual directors and reviewed by the Corporate Governance & Nominating Committee.  As a result, the Board of Directors is composed of a majority of independent directors.  The ten independent director nominees are Messrs. Martin (the Chairman of the Board), Dodge, Hodgins, O'Brien, Roane, Seth, West, Wheeler, Woitas and Zorich.  One director, Mr. Kerr, is the President & Chief Executive Officer of Enerplus, and as such is not independent.  It is Enerplus' practice that the Chairman of the Board shall be an independent and unrelated director.  In addition, only independent and unrelated directors shall serve on committees of the Board.

Any director who is an independent director and whose circumstances change such that he or she might be considered to be a non‑independent director is required to promptly advise the Chairman of the Corporate Governance & Nominating Committee of that director's change in circumstances, and if deemed non‑independent, to submit his or her resignation to the Chairman of the Board.  The President & CEO shall be the only member of management and the only non‑independent director on the Board of Directors.

The Fund has taken steps to ensure that adequate structures and processes are in place to permit the Board of Directors to function independently of management.  One of the most noteworthy of those processes is the practice whereby independent directors hold in camera sessions without management present at each Board meeting.

Tenure

The Board does not favour term limits for directors but believes that it is important to monitor overall Board performance.  Therefore, the Corporate Governance & Nominating Committee annually reviews each director's continuation on the Board.  This practice allows that committee to ask each director to confirm his or her desire to continue as a member of the Board, and also allows the Corporate Governance & Nominating Committee an opportunity to review that director's performance and suitability.

Retirement

No person shall be nominated by the Board to serve as a director after he or she has passed his or her 75th birthday, unless the Corporate Governance & Nominating Committee has voted, on an annual basis, to waive or continue to waive, the mandatory retirement age of such person as a director.

Board Meetings

The Board of Directors meets a minimum of six times per year.  Each board meeting is followed by an in camera discussion of the independent directors without the presence of management.  Directors may assist in preparing the agenda for Board and committee meetings and receive a comprehensive package of information in advance of each meeting.  Further, the Board attends an annual strategic planning session to review, amend or adopt long‑term strategies and new corporate objectives for the upcoming year.

Director Service on Other Public Company Boards

Directors are required to advise the Chairman of the Corporate Governance & Nominating Committee before accepting an invitation to serve on the board of another public company.  If the Corporate Governance & Nominating Committee determines that a conflict of interest exists by serving on the board of another company, the director is expected to act in accordance with the Corporate Governance & Nominating Committee's recommendation.  These practices will also apply to executives of Enerplus who have been approached to sit as a director on a board of another, unrelated entity.

Director Compensation

The Corporate Governance & Nominating Committee annually reviews the compensation of the Board of Directors and is entitled to and has retained a consultant to assist in its review of Enerplus' director compensation practices.  The committee makes recommendations to the Board for consideration when it believes changes in compensation are warranted.

During their tenure, each of the directors is required to maintain ownership of a minimum of 5,000 of the Fund's Trust Units within four years of their election to the Board.  This requirement was imposed in order to align their interests with those of the Fund's Unitholders.  The members of the Board of Directors do not participate in any type of Trust Unit option plan of the Fund such as the Incentive Plan.  Members of Enerplus' executive also have an obligation to maintain a minimum ownership in the Fund's Trust Units.  The President & CEO is required to maintain three times his annual salary in Trust Units, while other executives are required to hold two times or one times their annual salary in Trust Units, depending on their seniority.

Board, Committee and Sub-Committee Meeting Attendance

In fiscal 2008, the Board of Directors and its committees held the following number of meetings:

Information regarding the attendance of each of the directors at meetings of the Board of Directors and applicable committees since January 1, 2008 is contained in the information regarding each proposed nominee for election as a director of EnerMark under the heading "Matters to be Acted Upon at the Meeting ‑ Nomination of Directors of EnerMark Inc. and Compensation of Directors".  Additionally, the names of all other public companies for which EnerMark's directors serve as directors (including the board committees on which EnerMark's directors serve for such entities) is also included in that section of the Information Circular. 

Board Mandate and Charter

The Board of Directors is responsible for the overall stewardship of the Fund and its subsidiaries.  The Board discharges this responsibility directly and through delegation of specific responsibilities to committees of the Board, the Chairman of the Board and the officers of Enerplus, all as more particularly described in the Board Charter adopted by the Board of Directors.  As set out in the Board Charter, the Board of Directors has established five committees to assist with its responsibilities: the Audit & Risk Management Committee; the Compensation & Human Resources Committee; the Corporate Governance & Nominating Committee; the Reserves Committee; and the Health, Safety & Environment Committee.  Each committee has a charter defining its responsibilities.  The Board of Directors does not have an executive committee.

The Board Charter is attached as Appendix "A" to this Information Circular.  The Board Charter, together with the Charters of each of the five committees of the Board, is also available on the Fund's website at www.enerplus.com, and printed copies are available for any Unitholder who requests them from Enerplus.

Position Descriptions and Chairman's Role and Responsibilities

The Board of Directors has developed written position descriptions for the Chairman of the Board of Directors and for the Chair of each committee of the Board of Directors.  The Board of Directors and Chief Executive Officer have also developed a written position description for the Chief Executive Officer. 

The Chairman of the Board is responsible for the management, development and effective leadership of the Board in the governance of the Fund.  The Chairman's primary role is to provide leadership to the Board and its committees, including chairing meetings in a manner that facilitates open discussions and expressions of competing views, mediates any dissent within the Board and, where possible, achieves consensus among the directors.  The Chairman is also responsible for, among other things, fostering ethical and independent decision making, providing a link between the Board and management and acting in an advisory capacity to the President & Chief Executive Officer in all matters concerning the interests and management of Enerplus.

Orientation and Continuing Education

Responsibility for reviewing and monitoring the orientation programs for new directors is assigned to the Corporate Governance & Nominating Committee.  In this regard, the Corporate Governance & Nominating Committee ensures each new director receives an orientation, supplemented with adequate orientation materials.  Various members of Enerplus' executive management review with each new member certain information and materials regarding the Fund and its subsidiaries, including the role of the Board of Directors and its committees, and the legal obligations of a director of EnerMark.

The Corporate Governance & Nominating Committee, in conjunction with the Chairman of the Board, is responsible for arranging continuing education for directors in order to ensure that directors maintain the skill and knowledge necessary to meet their obligations as directors.  Directors are encouraged to participate in continuing education programs of their choosing so that they may increase their knowledge and skills as directors. 

Ethical Business Conduct

The Board of Directors has adopted a written Code of Business Conduct and Ethics (the "Code") applicable to all directors, officers, employees and consultants of Enerplus.  The Code sets out in detail the core values and the principles by which the Fund is governed and addresses topics such as: honest and ethical conduct and conflicts of interest; compliance with applicable laws and company policies and procedures; public disclosure and books and records; use of corporate assets and opportunities; confidentiality of corporate information; reporting responsibilities and procedures; and non‑retaliation.

The Code is available on the Fund's website at www.enerplus.com and was filed on February 17, 2009 as a "Security holders document" on the Fund's SEDAR profile at www.sedar.com and on Form 6‑K on EDGAR at www.sec.gov.  No material change report has been filed by the Fund since January 1, 2008 pertaining to the conduct of any director or executive officer of Enerplus that constitutes a departure from the Code.

The Board of Directors and the Audit & Risk Management Committee have established a Whistleblower Policy to encourage members of the public, employees, officers and directors to raise concerns regarding matters covered by the Code (including accounting, internal controls or auditing matters).  Pursuant to the Whistleblower Policy, anyone may contact the Chairman of the Audit & Risk Management Committee, the President & Chief Executive Officer, the Vice President, General Counsel or the human resources department and report a contravention of the Code on a confidential basis free from discrimination, retaliation or harassment.  A copy of the Whistleblower Policy is available on the Fund's website at www.enerplus.com.

In addition, in order to ensure independent judgment in considering transactions and agreements in which a director or officer of Enerplus has a material interest, all related party transactions and any payments arising from such transactions are approved by the independent directors.  No such transactions or payments occurred in the past year.  Furthermore, Enerplus has a policy of not providing financial assistance in the form of loans or guarantees to its directors and executive officers.

Committees of the Board

The Board discharges its responsibilities either acting on its own behalf or through one of its Board committees.  Committees of the Board operate in accordance with a Board approved written mandate outlining its duties and responsibilities.  The following is a discussion regarding the assignment and rotation of committee chairs and a general review of each of the Board committees and their respective functions:

Rotation of Committee Assignments and Chairs

Committee assignments and the designation of committee chairs should be based on each director's knowledge, interests and areas of expertise.  The Board favours rotation of committee assignments or chairs, where practicable, to broaden the exposure of individual directors and introduce new perspectives to the Board committees.  However, the Board believes experience and continuity are more important than rotation.  Committee members and chairs may be rotated in response to changes in membership of the Board and in all cases should be rotated only if rotation is likely to increase committee performance.  In 2008, the Board reviewed and, where deemed appropriate, amended the composition of its committees given the additions of Robert B. Hodgins, David P. O'Brien and Clayton H. Woitas to the Board in late 2007 and early 2008 and as Robert L. Normand did not stand for re-election to the Board in 2008.

Corporate Governance & Nominating Committee

The Corporate Governance & Nominating Committee is currently comprised of Messrs. Zorich (as Chairman), Hodgins, O'Brien and Seth, all of whom are independent.  The Corporate Governance & Nominating Committee is responsible for, among other things, identifying and evaluating director candidates to the Board of Directors and recommending nominees for the Board of Directors.  In addition, this Committee is responsible for:

• assessing and making recommendations to the Board as to the size, appropriate skills and characteristics required of Board members;
• recommending nominees for election or re‑election to the Board;
• reviewing annually each director's continuation on the Board;
• conducting an annual self evaluation process of the Board and each of the directors;
• conducting an annual evaluation process to assess the effectiveness of the President & Chief Executive Officer;
• reviewing and monitoring the orientation of new directors;
• regularly reviewing Enerplus' corporate governance practices and recommending to the Board any changes that the Committee deems necessary or advisable;
• reviewing the Fund's annual disclosure of corporate governance practices; and
• reviewing the Fund's corporate governance practices as an ongoing practice to ensure that procedures, charters, policies and protocols are conformed to.

Compensation & Human Resources Committee

The Compensation & Human Resources Committee is currently comprised of Messrs. Roane (as Chairman), Dodge and Zorich, all of whom are independent.  The Compensation & Human Resources Committee is responsible for, among other things, assisting the Board in fulfilling its duties regarding human resources, compensation matters and succession planning reviewing, including recommending the form and adequacy of compensation arrangements for Enerplus' executive officers and employees, having regard to associated risks and responsibilities.  This committee's responsibilities also include:

• assessing the performance of the senior management, with reference to corporate objectives;
• making recommendations regarding salaries for the CEO and senior management with regard to executive compensation policies, programs and awards to the Board for approval;
• reviewing and approving the granting of Trust Unit Incentive Rights to officers and employees under the Trust Unit Rights Incentive Plan and entitlements under Enerplus' other long‑term incentive plans;
• reviewing overall compensation programs to ensure competitiveness and employee retention; and
• reviewing long‑term succession plans for senior executive positions.

The Compensation & Human Resources Committee obtains executive compensation data from third party providers of compensation data in the oil and gas sector.  During the year, Mercer (Canada) Limited was retained by the Committee to provide advice regarding the compensation of Enerplus' directors and executive officers to ensure market competitive salaries.  See "Executive Compensation – Compensation Discussion and Analysis" for details of the fees paid to Mercer by Enerplus in 2008 in respect of such services.

Further information regarding the activities and recommendations of the Compensation & Human Resources Committee is provided under "Executive Compensation ‑ Compensation Discussion and Analysis".

Audit & Risk Management Committee

The Audit & Risk Management Committee is currently comprised of Messrs. Hodgins (as Chairman), Roane and Wheeler, all of whom are independent and financially literate for purposes of National Instrument 52‑110 ‑ Audit Committees, as well as pursuant to the Listing Standards of the NYSE and U.S. federal securities legislation.  The specific responsibilities, power and operation of the Audit & Risk Management Committee are set out in the Audit & Risk Management Committee Charter, a copy of which is on the Fund's website at www.enerplus.com, and is also included in the Fund's annual information form for the year ended December 31, 2008 which has been filed on SEDAR at www.sedar.com and which is included in the Fund's annual report on Form 40‑F which has been filed on EDGAR at www.sec.gov.  This committee is primarily responsible for the quality of the Fund's financial reporting and its general mandate is to assist the Board in fulfilling its oversight responsibilities with respect to:

• financial reporting and continuous disclosure of the Fund;
• the Fund's internal controls and policies, the certification process and compliance with regulatory requirements over financial matters;
• evaluating and monitoring the performance and independence of the Fund's external auditors; and
• monitoring the manner in which the business risks of the Fund are being identified and managed.

For additional details regarding the Audit & Risk Management Committee's role and responsibilities, see the full text of the Committee's Charter in the Fund's annual information form as noted above. 

Health, Safety & Environment Committee

The Health, Safety & Environment Committee is currently comprised of Messrs. Dodge (as Chairman), West and Woitas, all of whom are independent.  The principal functions of the Health, Safety & Environment Committee are to assist the Board in carrying out its responsibilities with respect to the development and implementation of an effective environmental management system and to ensure that Enerplus' activities are planned and executed in a safe and responsible manner, in addition to the following matters:

• reviewing Enerplus' health, safety and environment ("HSE") programs and policies;
• reviewing management's performance related to HSE matters;
• reviewing significant external and internal HSE reports on risk assessments, ongoing investigations and audits performed;
• reviewing the status of significant remediation projects, developments and the environmental provisions;
• ensuring that long range preventive programs are in place to limit future risks;
• participating in annual visits to one of Enerplus' operating facilities;
• receiving an annual compliance certificate from the Chief Operating Officer; and
• generally ensuring the integrity of Enerplus' HSE programs and policies.

Reserves Committee

The Reserves Committee is currently comprised of Messrs. Seth (as Chairman), West, Wheeler and Woitas.  The principal function of the Committee is to assist the Board in carrying out its responsibilities with respect to annual and interim reviews of Enerplus' oil and natural gas reserves.  This committee's responsibilities also include:

• assessing the work of the independent reserves evaluators annually;
• recommending to the Board the engagement of the independent reserves evaluator;
• reviewing Enerplus' procedures relating to the disclosure of information with respect to our reserves;
• reviewing the scope of the annual review of the reserves by the independent reserves evaluator, including findings and any disagreements with management;
• meeting independent of management with the reserves evaluator;
• determining whether any restrictions affect the ability of the reserves evaluator in reporting on Enerplus' reserves data;
• receiving, annually, a signed reserves evaluator's report and a certificate of compliance and due diligence from management; and
• approving the year‑end reserves evaluation.

Assessments

The Corporate Governance & Nominating Committee is responsible for assessing the effectiveness of the Board as a whole and the committees of the Board.  Each director is required to complete, on an annual basis, a written evaluation with respect to: (i) the performance of the Board of Directors; (ii) the performance of committees; and (iii) the contributions of other directors to the Board of Directors and its committees.  The Corporate Governance & Nominating Committee reviews the evaluations with the Chairman.  The results of the evaluations are summarized and presented to the full Board of Directors.  In addition, the Chairman, as appropriate, may review with a director that director's peer evaluation findings.

Below is a listing of some of our corporate governance practices: