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Corporate Governance Checklist
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Enerplus'
Board of Directors is composed of nine members, eight of whom are considered
independent. The CEO is the only member of the Board who is non-independent.
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The
Chairman of the Board is an independent director.
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Only
independent directors serve on committees of the Board.
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Position
descriptions are in place for the Chairman of the Board, the chair of each
Board committee and of the CEO.
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The
Corporate Governance & Nominating Committee is responsible for and has
implemented procedures for the orientation and education of Board members. These
procedures assist in defining a new director's role and responsibilities
while serving as a director and for ensuring the continued development of
existing Board members.
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Committees
of the Board, and the Board itself, operate in accordance with a charter and
work plan outlining their respective duties and responsibilities.
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Together
with management, the Board attends an annual strategic session to review,
amend or adopt long-term strategies and new corporate objectives for Enerplus
for the upcoming year.
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The
Board of Directors is responsible for the overall stewardship of the Fund.
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The
Corporate Governance & Nominating Committee reviews any potential issues
of conflict of interest relating to Board members serving on other boards as
they arise.
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The
Board ensures policies and processes are in place for the identification of
principal business risks and reviews and approves risk management strategies.
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The
Corporate Governance & Nominating Committee annually reviews and makes
recommendation to the Board regarding director remuneration.
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The
Board of Directors is elected annually by the Fund's unitholders.
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The
CEO shall offer to resign from the Board upon the resignation, removal or
retirement as an officer of the Fund. The Corporate Governance &
Nominating Committee has discretion as to whether or not it should accept
such tendered Board resignation.
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The
Corporate Governance & Nominating Committee of the Board annually reviews
each director's past performance to determine that director's suitability for
continuation on the Board. Board members are annually assessed by their peers
with respect to their effectiveness and contribution.
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Each
scheduled Board and committee meeting is followed by an in-camera discussion
of the independent directors without the presence of management or the CEO,
who is a non-independent director.
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Directors
must advise the chairman of the Corporate Governance & Nominating Committee
before accepting an invitation to serve on the board of another public
company.
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The
Board annually reviews employee and director compliance with Enerplus' code
of business conduct policy.
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When
describing compensation policies and disclosing compensation awarded to
directors, the CEO and named executives, Enerplus exceeds the legally
required standards and endeavours to disclose this information in a fulsome
and transparent manner in its annual corporate disclosure documentation.
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Committee
assignments and the designation of committee chairs is determined by the
Corporate Governance & Nominating Committee based on each director's
knowledge, interests and areas of expertise.
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The
Board favours rotation of committee assignments and chairs, where
practicable, to broaden the exposure of individual directors and introduce
new perspectives to the Board committees.
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During
their tenure, each of the directors is required to maintain ownership of a
minimum of 3,000 of the Fund's trust units within five years of their
nomination to the Board.
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The
Board no longer participates in any type of stock option plan of the Fund.
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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.
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Executives
are obligated to maintain a minimum ownership in Enerplus trust units. The President
and CEO is required to maintain three times his salary in trust units, while
other executives are required to hold two times or one times their salary in
trust units, depending on their seniority.
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The
Fund has designated periods in which the trading of the Fund's securities is
prohibited by directors, officers and employees.
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