Ensign’s Board of Directors currently has four (4) committees, all of which are comprised of independent members of the Board of Directors. Those committees and a summary of their mandates are as follows.
The Audit Committee has been established to assist the Board in fulfilling its responsibility for oversight of Ensign’s financial reporting, including oversight of:
The preparation, review and disclosure of the Company’s financial statements and other required financial disclosure materials;
The nature and scope of the Company’s annual audit;
The independence of the independent auditor;
The Company’s internal accounting controls, procedures and practices; and
The Company’s financial reporting and accounting systems and procedures.
The Committee recommends, for Board approval, the audited financial statements and other mandatory disclosure releases containing financial information.
The Compensation Committee is responsible for assisting the Board in discharging its oversight responsibility regarding (i) Ensign’s compensation philosophy; and (ii) the retention of key senior management employees with the skills and expertise needed to enable Ensign to achieve its goals and strategies at fair and competitive compensation, including appropriate performance incentives. In particular, the Compensation Committee is mandated to do the following:
Review compensation payable to the President and Chief Operating Officer of the Corporation and other executives;
Oversee the development, implementation and administration of Ensign’s compensation plans;
Review Ensign’s succession planning and implementation progress; and
Review executive and director compensation disclosure to be made in the proxy circular prepared in connection with the Corporation’s annual meeting of shareholders.
Corporate Governance & Nominations Committee
The Corporate Governance and Nominations Committee is responsible for assisting the Board with the development and monitoring of: (i) Ensign’s approach to corporate governance; (ii) the nomination of Directors for appointment to the Board; (iii) the appointment of Directors to committees of the Board; (iv) the recommendation of remuneration for the Directors; (v) the evaluation of Directors; (vi) Director education; and (vii) related matters. Specifically this includes:
Reviewing Ensign’s corporate governance guidelines and policies, including limitations on the number of boards on which Directors may sit and policies with respect to director tenure, retirement and succession and changes in the primary occupation of a Director; and
Reviewing and recommending to the Board for approval, reports concerning the Corporation’s corporate governance practices as required under applicable securities laws and the rules of any stock exchange on which the Company’s securities are listed for trading.
Health, Safety & Environment Committee
The Health, Safety and Environment Committee is responsible for oversight and supervision of the policies, standards and practices of Ensign with respect to health, safety and the environment (HS&E). Specific responsibilities include:
Reviewing, reporting and making recommendations to the Board, on the development and implementation of policies, standards and practices in the areas of HS&E;
Assisting Directors to meet their responsibilities in respect of Ensign in carrying out its legal, industry and community obligations pertaining to the areas of HS&E; and
Assisting Directors to meet their responsibilities in respect of Ensign maintaining management systems to implement HS&E policies and monitor compliance.
Code of Integrity, Business Ethics and Conduct
Ensign has developed a Code of Integrity, Business Ethics and Conduct (the "Code of Conduct") that includes such topics as employment standards, conflicts of interest, and the treatment of confidential information and trading in the Corporation's shares, to ensure that the Corporation's business is conducted in a consistently legal and ethical manner. Each Director and all employees are required to abide by the Corporation's Code of Conduct. The Corporate Governance and Nominations Committee periodically reviews the Code of Conduct to ensure it addresses appropriate topics and complies with regulatory requirements. Any appropriate changes are recommended to the Board of Directors for approval.