The Board is committed to the highest level of corporate governance. The Board pursues to comply with the corporate governance requirements of the TSX-V and applicable Canadian securities laws including, but not limited to NI 51-102, NI 52-110, NI 58-101 and TSXV Policy 3.1 – Directors, Officers, other Insiders and Personnel and Corporate Governance.
The Company has adopted corporate governance practices and procedures consistent with the relevant Canadian corporate governance standards appropriate for a publicly listed company. In particular, the Company has adopted a corporate code of conduct and mandate for its Board. It has also established and properly constituted an Audit Committee, a Corporate Governance and Compensation Committee, Reserves Committee, and Environmental, Social and Governance Committee to assist the Board in fulfilling its responsibilities for governing the Company.
The Company has also adopted a corporate disclosure and insider trading policy to ensure compliance with the share dealing provisions set out in article 19 of MAR and Rule 21 of the AIM Rules. The policy applies to inter alia all Directors and senior officers of the Group, employees who may be in possession of or have access to unpublished price-sensitive information concerning the Company, their spouses, civil partners, children under 18 and any other person who is otherwise classified as a PDMR and their PCAs under MAR (together the “Designated Persons”). The policy applies to the Designated Persons whether they are acting directly or through another person or company.
Corporate Governance Documents
Corporate Governance Documents
Audit Committee Charter
The primary function of the Audit Committee is to assist the Board of Directors in fulfilling its financial oversight responsibilities by reviewing the financial reports and other financial information provided by Arrow Exploration Corp. (the “Company”) to regulatory authorities and shareholders, the Company’s systems of internal controls regarding finance and accounting, and the Company’s auditing, accounting and financial reporting processes. Consistent with this function, the Audit Committee will encourage continuous improvement of, and should foster adherence to, the Company’s policies, procedures and practices at all levels. The Audit Committee’s primary duties and responsibilities are to:
- serve as an independent and objective party to monitor the Company’s financial reporting and internal control systems and review the Company’s financial statements;
- review and appraise the performance of the Company’s external auditors; and
- provide an open avenue of communication among the Company’s auditors, financial and senior management and the Board of Directors.
Governance and Nominating Committee Charter
The Board of Directors (the “Board”) of Arrow Exploration Corp. (the “Company”) has established the Governance and Nominating Committee of the Board (the “Committee”) with authority, responsibility and specific duties as described in this Governance and Nominating Committee Charter (this “Charter”). The purposes of the Committee of the Board of the Company, shall be to (1) oversee all aspects of the Company’s corporate governance functions on behalf of the Board; (2) advise and make recommendations to the Board regarding corporate governance issues; (3) identify, review and evaluate candidates to serve as directors of the Company; (4) review and evaluate incumbent directors to continue serving as directors of the Company; (5) serve as a focal point for communication among board candidates, non-committee directors and the Company’s management; (6) recommend to the Board candidates for election by the Board or as nominees for election by the shareholders of the Company; (7) recommend to the Board the appropriate insurance coverage for the Company’s directors and executive officers; and (8) make other recommendations to the Board regarding affairs relating to the directors of the Company.
Reserves Committee Charter
The Board of Directors (the “Board”) of Arrow Exploration Corp. (the “Company”) has established the Reserves Committee of the Board (the “Committee”) with authority, responsibility and specific duties as described in this Reserves Committee Charter (this “Charter”). The primary purpose of the Committee shall be to act on behalf of the Board in fulfilling the Board’s oversight responsibilities with respect to evaluating and reporting on the Company’s oil and gas reserves.
Compensation Committee Charter
The purpose of the Compensation Committee is to assist the Board in discharging its duties relating to compensation of the executive officers of Arrow Exploration Corp. (the “Company”). The Committee’s goal is to enable the Company to attract, retain and motivate talented employees who will contribute to the long term success of the Company, by aligning compensation with market conditions, Company performance, and the interest of shareholders to maximize shareholder value.
Accountability and Transparency
On June 1, 2015, the federal Extractive Sector Transparency Measures Act, (“ESTMA“) came into effect for fiscal periods beginning after this date. This new federal legislation imposes mandatory reporting requirements on certain entities engaged in the “commercial development of oil, gas or minerals”, which includes exploration, extraction and holding permits to do so. All companies subject to ESTMA are required to report payments over CDN $100,000 made to any level of a Canadian or foreign government, including royalty payments, taxes (other than consumption taxes and personal income taxes), fees, production entitlements, bonuses, dividends (other than ordinary dividends paid to shareholders), infrastructure improvement payments and other prescribed categories of payments. These categories are separate; therefore, even if the aggregate of payments across the categories are greater than $100,000, one or more individual categories must reach the threshold for the report to be required. The reporting requirement for payments made to First Nations governments has been deferred until May 31, 2017. Entities are also required to complete and host this report on its website no later than 150 days after the end of its fiscal reporting period and retain these reports for five years.
Last updated April 15, 2022