Governance and Nominating Committee

Members: Ronnie Bozzer (Chairman), Craig Sturrock, Ross Gorrell

Primary roles and responsibilities:

  • developing a set of corporate governance principles and guidelines applicable to the Company and reviewing and approving the Company’s annual disclosure of corporate governance compliance;
  • establishing a long-term plan for composition of the Board;
  • assessing periodically the effectiveness of the Board as a whole and each committee of the Board;
  • establishing a process for identifying, recruiting and appointing new directors and recommending nominees for election to the Board;
  • reviewing, recommending and overseeing the education and orientation program for new Board members and continuing education for directors;
  • reviewing periodically the size of the Board to ensure its continued effectiveness;
  • assessing the effectiveness of, and ensuring there is a succession plan for, the Chairman of the Board;
  • reviewing and determining director compensation annually to ensure such compensation properly reflects the responsibilities and risks involved in being a director (this includes, but is not limited to reviewing the purpose of, and recommending grants under, the Company’s stock option plan);
  • developing written position descriptions for the Chairs of the Committees and the Chairman of the Board;
  • reviewing the general responsibilities and function of the Board, its committees, their mandates and the roles of the Chairman of the Board and the Chief Executive Officer;
  • assessing the needs of the Board in terms of frequency, location and conduct of Board and committee meetings;
  • in respect of matters within the Governance and Nominating Committee’s purview and delegation, assisting the Board in its oversight of the Company’s compliance with legal and regulatory compliance;
  • considering, and when appropriate, granting waivers from the application of the Policy on Business Conduct and Ethics to executive officers and directors. All material waivers shall be promptly disclosed to shareholders in accordance with securities legislation;
  • considering requests from individual directors or committees to engage outside advisors; and
  • review annually the directors and officers insurance policy and make recommendations for renewal or amendment or replacement of the insurers.


Governance and Nominating Charter DXI Energy Inc.